Common use of Closing Costs Clause in Contracts

Closing Costs. With respect to each Property: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect Without limitation on and subject to each Property: Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) Purchaser shall pay (i) subject to Section 5.4(c)any and all documentary transfer, any assumption fees stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxestransactions contemplated hereby, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay all escrow fees and costs, (ic) the base premium for costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the applicable Title Policy to the extent required by Section 4.1; (ii) the cost costs of recording any instruments required to discharge any liens other examinations, inspections or encumbrances against such Seller’s Property; (iii) one-half (1/2) audits of the customary closing costs of the Escrow Agent; Property, (ivd) the fees of any counsel and all assumption, prepayment or consultant representing such Seller in this transaction; (v) all late other fees, penalties or subject to all other applicable provisions of this Agreement, any other sums amounts due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged payable in connection with the transfer discharge and satisfaction or the assumption of each Property according any Existing Loan, (e) any costs associated with any new financing, including any application and commitment fees or the costs of such new lender’s other requirements, (f) its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid to the custom Supervisor for services not included in the basic supervisory fees, (g) any out-of-pocket costs or fees relating to the Consent Solicitation (including, without limitation, the costs of printing and mailing the Consent Solicitation and the fees of the state proxy solicitor) or commonwealth in which such Property is located. In light associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptions, (h) any costs or fees relating to the winding up of Contributor, including the foregoingpreparation and filing of final Tax returns, the parties agree that (ai) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged all other costs and expenses it and Contributor have incurred in connection with the transfer of those Properties located in transactions contemplated hereby or the States of GeorgiaIPO and (j) all costs and expenses incident to this Agreement, Ohio, South Carolina the other documents contemplated by this Agreement and the Commonwealth of Virginiadocuments and transactions contemplated hereby or thereby, and (b) Purchaser not specifically described above. The parties acknowledge and agree that, to the extent any of the foregoing for which the Company and the Operating Partnership are responsible pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall pay any transferprovide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership shall be responsible for the reimbursement to Contributor therefor incurred at or prior to Closing. The provisions of this Section 2.5 shall survive the Closing. In the event that the Closing does not occur, sales, use, gross receipts or similar taxes charged each Contributing Entity shall be responsible for its allocable portion of such costs and expenses incurred prior to the date that this Agreement terminates in connection accordance with the transfer of those Properties located in Coloradoterms hereof.

Closing Costs. With respect Seller and Purchaser each agree to each Property:pay the following costs at Closing, in addition to any other amounts set forth in this Agreement. (a) Purchaser shall pay At or prior to the Closing, Seller must pay: (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loansbasic premium for the Title Policy; (ii) all costs incurred in connection with the preparation and recordation of any mortgage or similar taxes on new financing obtained by Purchaser (including releases of existing liens against the Seller Loans)Property; (iii) any taxes associated with the assumption all costs of the Assumed LoansSurvey; (iv) one-half ( 1⁄2) of all recording fees charged in connection with any sales taxes, use taxes, or similar chargesother documents which are recorded pursuant to the terms of this Agreement; (v) one-half ( 1⁄2) of any premiums escrow or fees required to be paid closing fee charged by Purchaser the Title Company in connection with respect to the applicable Title Policy pursuant to Section 4.1this Agreement; (vi) one-half all amounts payable to HEB under the “HEB Profit Participation Agreement” (1/2more particularly described in the HEB Memorandum of Profit Participation Agreement) of with regard to the customary closing costs of the Escrow AgentProperty; and (vii) the fees any other closing costs customarily paid by a seller of any counsel or consultant representing Purchaser similar property in Xxxxxx County, Texas, except as may be otherwise provided in this transaction; and (viii) any Special Purpose Entity FeesAgreement. (b) Each Seller shall pay At or prior to the Closing, Purchaser must pay: (i) the base premium all charges for the applicable Title Policy any endorsements to the extent required by Section 4.1Title Policy, all charges to modify the area and boundary exception in the Title Policy, and all inspection fees and other additional premiums or expenses of any kind or nature incurred in connection with the Title Policy; (ii) the cost full amount of recording all premiums for any instruments required to discharge mortgagee’s title policy requested by Purchaser, including charges for any liens survey endorsement or encumbrances against such Seller’s Propertytax deletion requested; (iii) one-half (1/2) of the customary closing costs of the Escrow Agentall expenses relating to Purchaser’s financing, including any and all costs, expenses and fees required by Purchaser’s lender; (iv) one-half ( 1⁄2) of all recording fees charged in connection with any documents which are recorded pursuant to the fees terms of this Agreement, except for any counsel or consultant representing such Seller in this transactionreleases of liens to be recorded by Seller; (v) all late fees, penalties or subject to all other applicable provisions one-half ( 1⁄2) of any escrow fee charged by the Title company in connection with this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne paid by a seller purchaser of commercial real estate similar property in the state Xxxxxx County, Texas, except as may otherwise be provided in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)this Agreement. (c) The parties shall pay Each Party will be responsible for the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer payment of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradoits own attorneys’ fees.

Closing Costs. With respect to each Property: (a) , Purchaser shall pay bear the cost of (i) subject to Section 5.4(c), any assumption fees in connection with its assumption the title searches and preparation of the Assumed LoansTitle Commitments prepared by the Title Company, and the premium for Purchaser’s title policies and any and all endorsements requested by Purchaser or its lender; (ii) any mortgage or similar taxes on new financing obtained by updating the Survey for each Property if Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Propertyso elects; (iii) one-half (1/2) of the customary closing costs of documentary transfer taxes and the Escrow Agentrecording fee for the Deeds; (iv) one-half (1/2) of all escrow and closing fees relating to the fees sale of any counsel or consultant representing such Seller in this transactionProperty; (v) all late fees, penalties or subject escrow and closing fees relating to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)Purchaser’s financing; and (vi) any other mortgage taxes or recording fees for any mortgages securing Purchaser’s financing. With respect to each Property, such Property’s Seller shall bear the cost of (i) any commission due to Broker (as defined in Article X); (ii) one-half (1/2) of the documentary transfer taxes and the recording fee for the Deeds; (iii) and one-half (1/2) of all escrow and closing costs or charges customarily borne by a seller fees relating to the sale of commercial real estate in the state in which the applicable such Property is located which are (but not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with any financing by Purchaser, which shall be paid solely by Purchaser); and (iv) the transfer costs of the Title Commitments prepared by the Title Company on behalf of Seller. Each party shall pay its own attorneys’ fees pertaining to the sale of the Properties. All other costs pertaining to the sale of each Property according to the custom of the state or commonwealth in which shall be allocated as is customary for real estate transactions where such Property is located. In light of the foregoing, the The parties agree that (a) Seller shall pay any transferto cooperate in all reasonable respects to minimize all such costs, salespremiums, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiataxes, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradofees.

Closing Costs. With respect to each PropertyCosts of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Purchaser Sellers shall pay (i) subject 50% of the prepayment premium for the RAIT Loan to Section 5.4(ccause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); cost of providing the Title Commitment, (iii) any taxes if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the assumption of RAIT Loan from the Assumed LoansClosing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any sales taxes, use taxes, escrow fees or similar charges; charges of Title Company and Closing Agent, (v) any the cost of the premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; for a "standard coverage" Owner Policy, (vi) one-half (1/2) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the customary closing costs of the Escrow Agent; Existing Loans, (vii) the fees 50% of any counsel and all transfer fees and sales, intangibles, and conveyance taxes (or consultant representing Purchaser in this transaction; equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any Special Purpose Entity Feesendorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Each Seller Buyer shall pay (i) the base premium any premiums related to title insurance for the applicable Title Policy extended coverage or any endorsements or modifications to the extent required any policy requested by Section 4.1; Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any instruments required other conveyance documents that Buyer may choose to discharge any liens or encumbrances against such Seller’s Property; record, (iii) one-half (1/2) 50% of the customary closing costs any escrow fee or similar charges of the Escrow Title Company and Closing Agent; , (iv) the fees cost of any counsel or consultant representing such Seller in this transaction; the Survey, (v) 50% of any and all late feestransfer fees and sales, penalties intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) subject to all other applicable provisions SECTION 5.2(i), if the Closing occurs on or prior to December 31, 2004, then 50% of this Agreement, any other sums due on the Assumed Loans through negative arbitrage associated with the date immediately preceding RAIT Loan from the Closing Date (applies only until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the Assumption Sellers and applicable only if such Property has not been converted aggregate with respect to a Payoff Property); all Interests or Properties purchased, and (viix) any other closing costs or charges customarily borne the costs, if any, incurred by a seller Buyer in connection with the performance of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)its obligations under this Contract. (c) The parties shall pay the transfer, sales, use, gross receipts All other expenses incurred by any Seller or similar taxes charged in connection Buyer with the transfer of each Property according respect to the custom Closing, including, but not limited to, legal fees of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that Buyer and each Seller (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located except in the States event of Georgialitigation), Ohiowill be borne and paid exclusively by the party incurring same, South Carolina and without reimbursement, except to the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged extent otherwise specified in connection with the transfer of those Properties located in Coloradothis Contract.

Closing Costs. With respect reference to each Property: Closing, (a) Purchaser WPPI shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing all costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable obtaining a current Title Policy to the extent required by Section 4.1; Commitment, (ii) the cost costs of recording any instruments required the standard owner’s Title Policy premiums up to discharge any liens or encumbrances against such Seller’s Property; the amount of the CWI Contribution (excluding the costs of the Title Endorsements), (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; all costs, expenses and commissions due and owing to Broker, (iv) the fees of any counsel or consultant representing such Seller all Transfer Taxes, Sales Taxes, excise Taxes, value-added Taxes and similar Taxes except as provided below and in this transaction; Sections 4.1 and 4.5, (v) recording fees for the deed and other conveyance documents and fifty percent (50%) of all late feesescrow charges, penalties or subject (vi) Sales Taxes on its closing costs, if any, and (vii) except as otherwise allocated pursuant to all other applicable provisions the terms of this Agreement, any all other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only costs customarily allocated to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). King County; and (cb) The parties CWI shall pay (i) all costs of the transferTitle Endorsements to the Title Policy, sales(ii) the additional costs of any extended coverage Title Policy premium and the costs of the lender’s title policy and endorsements, use, gross receipts or similar taxes charged (iii) up to One Million Four Hundred Thousand Dollars ($1,400,000) of the initial Transfer Taxes due and payable in connection with the sale of the Real Property pursuant to and in accordance with Section 4.1, (iv) the costs to update the existing survey, (v) CWI’s due diligence costs and property inspection fees, including the cost of any additional environmental, asbestos, structural and physical audits it deems necessary, (vi) any mortgage taxes, (vii) fifty percent (50%) of all escrow charges, (viii) the recording costs or mortgage taxes relating to any mortgage or other financing documents, (ix) any Transfer Taxes or Sales Taxes due from and after Closing relating to any subsequent transfer of each the Real Property according to or the custom of the state or commonwealth in which such Property is located. In light of the foregoingHotel, the parties agree that (ax) Seller shall pay any transferSales Taxes on its closing costs, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiaif any, and (bxi) Purchaser shall pay any transferexcept as otherwise allocated pursuant to the terms of this Agreement, sales, use, gross receipts or similar taxes charged all other costs customarily allocated to a buyer of commercial real estate in connection with the transfer of those Properties located in ColoradoKing County.

Closing Costs. With respect to each PropertyAt Closing, Seller and Purchaser shall respectively pay the following costs and expenses: (a) Purchaser 7.3.1 Seller shall pay (i) subject to Section 5.4(c), any assumption fees the transfer tax or excise tax incurred in connection with its assumption the recording of the Assumed Loans; Deed (ii) the cost of any mortgage or similar taxes on new financing obtained by Purchaser (base coverage title insurance policy including the Seller Loans)any search fees incurred in connection therewith; (iii) any taxes associated with the assumption fees and expenses of the Assumed LoansSeller’s attorneys; (iv) the cost to remove or discharge any sales taxes, use taxes, Title Matter it agrees to satisfy or similar chargescure pursuant to Subsection 5.2.2; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of any escrow charges; (vi) brokerage fees payable to the customary closing costs Broker incurred in connection with the transfer of the Escrow AgentProperty; and (vii) the fees of any counsel or consultant representing Purchaser in this transaction; other costs and (viii) any Special Purpose Entity Feesexpenses actually incurred by Seller. (b) Each Seller 7.3.2 Purchaser shall pay (i) the base premium all recording and filing fees for the applicable Title Policy to the extent required any documents executed in connection with this Agreement executed and delivered by Section 4.1Seller at Closing; (ii) all costs and expenses incurred in connection with Purchaser’s financing of the Property, including but not limited to the following: recording costs, documentary stamps, intangible tax, and lender’s attorneys fees, or any similar charges; (iii) the cost of recording any instruments required and all premiums for any Lender’s title insurance policy or policies and the costs of any endorsements to discharge any liens owner’s or encumbrances against such Sellerlender’s Propertypolicy of title insurance obtained by Purchaser; (iiiiv) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transactionescrow charges; (v) all late fees, penalties or subject costs and expenses incurred in connection with Purchaser’s inspection of the Property including the cost of any environmental assessments obtained by Purchaser; (vi) the fees and expenses of Purchaser’s attorneys; (vii) the cost to all other applicable provisions of this Agreement, any other sums due on prepare the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)survey; and (viviii) any other closing costs or charges customarily borne and expenses incurred by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Purchaser. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in In connection with its assumption the conveyance of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained Sale Assets by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxesto Purchaser, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay or reimburse Purchaser, to the extent Purchaser has theretofore paid ("Seller's Closing Costs"), (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; fees and expenses of Seller's legal counsel, (ii) upon Closing, one-half of the cost fee payable to the Lender in accordance with the terms of recording any instruments required the Indenture for obtaining Lender's Consent, one-half of the fees payable to discharge any liens or encumbrances against such Seller’s Property; the rating agencies in accordance with the terms of the Indenture for their review of the transaction contemplated by this Agreement and one-half of the fees payable to counsel for the Lender and the rating agencies in accordance with the terms of the Indenture in connection with obtaining Lender's Consent and the rating agencies' review of the transaction contemplated by this Agreement, as the case may be, and (iii) one-half (1/2) of all transfer taxes and fees, if any, payable in connection with the purchase of the customary closing costs Sale Assets and the liquidation of the Escrow Agent; Nevada Corporation and the Nevada Partnership. (b) In connection with the conveyance of the Sale Assets by Seller to Purchaser, Purchaser shall pay ("Purchaser's Closing Costs"): (i) all costs associated with its due diligence, (ii) the fees and expenses of Purchaser's legal counsel, (iii) except to the extent payable by Seller pursuant to Section 2.04(a), the fee payable to Lender in accordance with the terms of the Indenture for obtaining Lender's Consent and all other costs, expenses and fees payable by the Penvest Trust, the Louisiana Trust and the Nevada Partnership pursuant to the provisions of the Indenture in connection with the review, approval and documentation of the transaction contemplated by this Agreement, and (iv) one-half of all transfer taxes and fees, if any, payable in connection with the fees purchase of any counsel or consultant representing such Seller in this transaction; the Sale Assets and the liquidation of the Nevada Corporation and the Nevada Partnership, and (v) all late fees, penalties or subject to all title insurance premiums and other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)charges. (c) The parties provisions of this Section 2.04 shall pay survive the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoClosing.

Closing Costs. With respect to each Property: (a) Purchaser Seller shall pay be responsible for paying the following closing costs: (i) subject the cost to remove any Must Cure Objections in accordance with Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans2.1 hereof; (ii) any mortgage all applicable state and/or local realty or similar deed transfer taxes on new financing obtained by Purchaser (including or the Seller Loans)local equivalents) in connection with the transfer of the Property; (iii) any taxes associated with the assumption cost of the Assumed LoansTitle Reports ordered in connection with Section 2.1 hereof; and (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs cost of Purchaser’s standard ALTA (2006) owner’s policy for the Property (in the amount of the Escrow Agent; Purchase Price) (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees“Title Policy”). (b) Each Seller Purchaser shall pay be responsible for paying the following closing costs: (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs cost of the Escrow AgentTitle Policy; (ii) the cost of any extended coverage or endorsements to the Title Policy; (iii) the cost of any update to Seller’s existing ALTA/ACSM survey of the Property or any new ALTA/ACSM survey of the Property (to the extent necessary in Purchaser’s discretion); (iv) the fees of any counsel or consultant representing such Seller in this transactioncosts to record the Deed; (v) all late the costs associated with acquisition financing, if any, including any mortgage recording fees, penalties mortgage recording or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)assumption taxes; and (vi) the cost of any policy of title insurance required by Purchaser’s lender and any endorsements to such policy. Seller and Purchaser shall each pay one-half (1/2) of any escrow fees and other closing costs or customary charges customarily borne by a seller of commercial real estate in Escrow Agent and/or the state in which the applicable Property is located which are not expressly provided to be paid by Title Company. Each of Seller and Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged fees and expenses of any counsel representing such party in connection with the transfer of each Property according transaction contemplated by this Agreement. All other costs and expenses incident to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina transaction contemplated by this Agreement and the Commonwealth of Virginia, and (b) Purchaser Closing shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with be paid by the transfer of those Properties located in Coloradoparty incurring same.

Closing Costs. With respect to each PropertyCosts of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Purchaser Sellers shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption 50% of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base prepayment premium for the applicable Title Policy RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the extent required by Section 4.1; Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of recording any instruments required increasing the amount of the Owner Policy to discharge any liens or encumbrances against such Seller’s the Purchase Price of the Property; , (iii) one-half if the Closing occurs on or prior to December 31, 2004, then the portion (1/2which may be all) of the customary closing costs of negative arbitrage associated with the Escrow AgentRAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the fees cost 50% of any counsel escrow fees or consultant representing such Seller in this transaction; similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all late feescosts payable to the Lenders in connection with Buyer's assumption of the Existing Loans, penalties (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of providing the title commitment, (iii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iv) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (v) the cost of the Survey, (vi) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vii) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (viii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ix) subject to all other applicable provisions SECTION 5.2(i), if the Closing occurs on or prior to December 31, 2004, then 50% of this Agreement, any other sums due on the Assumed Loans through negative arbitrage associated with the date immediately preceding RAIT Loan from the Closing Date (applies only until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the Assumption Sellers and applicable only if such Property has not been converted aggregate with respect to a Payoff Property); all Interests or Properties purchased, and (vix) any other closing costs or charges customarily borne the costs, if any, incurred by a seller Buyer in connection with the performance of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)its obligations under this Contract. (c) The parties shall pay the transfer, sales, use, gross receipts All other expenses incurred by any Seller or similar taxes charged in connection Buyer with the transfer of each Property according respect to the custom Closing, including, but not limited to, legal fees of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that Buyer and each Seller (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located except in the States event of Georgialitigation), Ohiowill be borne and paid exclusively by the party incurring same, South Carolina and without reimbursement, except to the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged extent otherwise specified in connection with the transfer of those Properties located in Coloradothis Contract.

Closing Costs. With respect to each Property: (a) , Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption bear the cost of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base title searches and preparation of the Title Commitments prepared by the Title Company, and the premium for the applicable Title Policy and any and all endorsements to the extent required Title Policy requested by Section 4.1Purchaser or its lender; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Survey for each Property; (iii) one-half (1/2) of the customary closing costs of documentary transfer taxes and the Escrow Agentrecording fee for the Deeds; (iv) one-half (1/2) of all escrow and closing fees relating to the fees sale of any counsel or consultant representing such Seller in this transactionProperty; (v) all late fees, penalties escrow and closing fees relating to Purchaser’s financing; (vi) any mortgage taxes or subject recording fees for any mortgages securing Purchaser’s financing; and (vii) the fees and charges of third parties in connection with the Environmental Reports (which shall be credited to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only such Property’s Seller to the Assumption Sellers extent that such Seller has already paid such third parties). With respect to each Property, such Property’s Seller shall bear the cost of (i) any commission due to Broker (as defined in Article X); (ii) one-half (1/2) of the documentary transfer taxes and applicable only if the recording fee for the Deeds; (iii) and one-half (1/2) of all escrow and closing fees relating to the sale of such Property has (but not been converted to a Payoff Propertyin connection with any financing by Purchaser, which shall be paid solely by Purchaser); and (viiv) any other closing the costs or charges customarily borne of the Title Commitments prepared by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties Seller’s Title Company. Each party shall pay its own attorneys’ fees pertaining to the transfer, sales, use, gross receipts or similar taxes charged in connection with sale of the transfer Properties. All other costs pertaining to the sale of each Property according to the custom of the state or commonwealth in which shall be allocated as is customary for real estate transactions where such Property is located. In light of the foregoing, the The parties agree that (a) Seller shall pay any transferto cooperate in all reasonable respects to minimize all such costs, salespremiums, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiataxes, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradofees.

Closing Costs. With respect to each PropertyClosing costs shall be allocated between Buyer and Eldorado as follows: (a) Purchaser Buyer shall pay the following closing costs: (i) subject to Section 5.4(c), any assumption fees in connection with its assumption all premiums and charges of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium Company for the applicable Owner’s Title Policy to the extent required by Section 4.1; Policy; (ii) the cost of recording any instruments required to discharge surveys of the Property obtained by Buyer, and any liens or encumbrances against such Seller’s Property; updates thereto; (iii) one-half one hundred percent (1/2100%) of any “Mansion Tax” applicable to the customary closing costs of the Escrow Agent; Transaction; (iv) the fees fifty percent (50%) of any counsel or consultant representing such Seller escrow charges imposed by the Escrow Agent and/or Title Company in this transactionconnection with the Closing; and (v) all late feesfifty percent (50%) of any transfer, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transferdocumentary, sales, use, gross receipts or similar stamp, registration and value added taxes charged and/or fees incurred in connection with this Agreement, the other Closing Documents and/or the Closing, other than the “Mansion Tax”, the Transfer Taxes and the Merger Tax (collectively, “Other Transfer Fees”); and (vi) all fees due its attorneys and all costs of Buyer’s due diligence, including fees due its consultants, and all costs of Buyer’s obtaining of any Gaming approvals and Gaming Licenses in connection with the transfer of each Property according to the custom consummation of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that Transaction. (ab) Seller Eldorado shall pay the following closing costs: (i) all fees due its attorneys and consultants and all costs of Eldorado’s obtaining of any transfer, sales, use, gross receipts or similar taxes charged Gaming approvals and Gaming Licenses in connection with the transfer consummation of those Properties located in the States of GeorgiaTransaction; (ii) all costs incurred by Eldorado, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts Seller or similar taxes charged their respective Affiliates in connection with the Removal of any Required Removal Exceptions or other title exceptions that Eldorado elects or is required to remove; (iii) all costs to issue Tenant’s Title Policy; (iv) one hundred percent (100%) of any realty or real estate transfer taxes incurred in connection with the Transaction (collectively, “Transfer Taxes”); (v) one hundred percent (100%) of those Properties located any realty, real estate transfer, “Mansion Tax” or other tax or fee due in Coloradoconnection with the Merger (the “Merger Tax”); (vi) fifty percent (50%) of any Other Transfer Fees; (vii) all fees associated with recording the Non-CPLV Memorandum of Lease; and (viii) fifty percent (50%) of any escrow charges imposed by the Escrow Agent and/or Title Company in connection with the Closing.

Closing Costs. With respect to each PropertyCosts of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Purchaser Sellers shall pay (i) subject 50% of the prepayment premium for the RAIT Loan to Section 5.4(ccause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); cost of providing the Title Commitment, (iii) any taxes if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the assumption of RAIT Loan from the Assumed LoansClosing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any sales taxes, use taxes, escrow fees or similar charges; charges of Title Company and Closing Agent, (v) any the cost of the premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; for a "standard coverage" Owner Policy, (vi) one-half (1/2) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the customary closing costs of the Escrow Agent; Existing Loans, (vii) the fees 50% of any counsel and all transfer fees and sales, intangibles, and conveyance taxes (or consultant representing Purchaser in this transaction; equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any Special Purpose Entity Feesendorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Each Seller Buyer shall pay (i) the base premium any premiums related to title insurance for the applicable Title Policy extended coverage or any endorsements or modifications to the extent required any policy requested by Section 4.1; Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any instruments required other conveyance documents that Buyer may choose to discharge any liens or encumbrances against such Seller’s Property; record, (iii) one-half (1/2) 50% of the customary closing costs any escrow fee or similar charges of the Escrow Title Company and Closing Agent; , (iv) the fees cost of any counsel or consultant representing such Seller in this transaction; the Survey, (v) 50% of any and all late feestransfer fees and sales, penalties intangibles, and conveyance taxes (or subject equivalents) related to the Closing, if any, (vi) 50% of all other applicable provisions costs payable to the Lenders in connection with Buyer's assumption of this Agreementthe Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any other sums due security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the Assumed Loans through negative arbitrage associated with the date immediately preceding RAIT Loan from the Closing Date (applies only until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the Assumption Sellers and applicable only if such Property has not been converted aggregate with respect to a Payoff Property); all Interests or Properties purchased, and (viix) any other closing costs or charges customarily borne the costs, if any, incurred by a seller Buyer in connection with the performance of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)its obligations under this Contract. (c) The parties shall pay the transfer, sales, use, gross receipts All other expenses incurred by any Seller or similar taxes charged in connection Buyer with the transfer of each Property according respect to the custom Closing, including, but not limited to, legal fees of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that Buyer and each Seller (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located except in the States event of Georgialitigation), Ohiowill be borne and paid exclusively by the party incurring same, South Carolina and without reimbursement, except to the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged extent otherwise specified in connection with the transfer of those Properties located in Coloradothis Contract.

Closing Costs. With respect to each Property8.4.1. Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2½) of the customary closing costs escrow fee, if any, which may be charged by the Title Company; (ii) the fee for the title examination and the Title Commitment and the basic premium for the Title Policy (but not the premiums for extended coverage, deletions of exception items or endorsements, or for any mortgagee title insurance) to be issued to Purchaser by the Escrow Agent; Title Company at Closing, exclusive of any endorsements thereto; (iii) the fees for Broker; (iv) the fees for the Survey (if not paid prior to Closing by Seller); (v) the fees for recording the Deed, any memorandum of lease with respect to the Lease and any releases or satisfactions with respect to any Seller Title Removal Item; (vi) amounts necessary to cure or otherwise satisfy all Seller Title Removal Items; (vii) All sale and transfer taxes or other taxes (except in connection with any mortgage or financing obtained by Purchaser), franchise taxes (with respect to the Lease), documentary taxes and similar taxes and fees imposed upon the transfer of the Property by applicable law. 8.4.2. Purchaser shall pay the fees of any counsel or consultant representing Purchaser in connection with this transaction; . Purchaser shall also pay the following costs and (viii) any Special Purpose Entity Fees.expenses; (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2½) of the customary closing costs escrow fee, if any, which may be charged by the Title Company; (ii) if such coverage is requested by Purchaser, the premiums for the extended coverage or deletions of exception items related to the Escrow Agent; Title Policy to be issued to Purchaser by the Title Company at Closing, the premiums of all endorsements thereto, and the premiums for any mortgagee title insurances; (iviii) the fees of for recording any counsel or consultant representing such Seller in loan documents; 8.4.3. All costs and expenses incident to this transactiontransaction and the closing thereof, and not specifically described above, shall be paid by the party incurring same; (v) all late fees, penalties or subject to all other applicable and 8.4.4. The provisions of this Agreement, any other sums due on Section 8.4 shall survive the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Closing. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property(a) Seller shall pay: (a1) Purchaser shall pay The costs, if any, of satisfying any liens, curing title defects (iincluding, if Seller elects to cure the defect or is required to cure in accordance With Section 7 of this Agreement, the cost and expense of title policy endorsements required to accomplish same, if any) subject and recording any curative title documents; (2) The brokerage commission payable to Section 5.4(c), any assumption fees Broker incurred in connection with its assumption the sale of the Assumed Loans; Shopping Center to Buyer, if and when this transaction closes, in accordance with a separate written agreement between Broker and Seller; (ii3) any mortgage or similar taxes on new financing obtained by Purchaser (including Seller's attorneys' fees relating to the Seller Loans); (iii) any taxes associated with the assumption sale of the Assumed Loans; Property; (iv4) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) All of the customary closing documentary transfer taxes imposed upon the transactions contemplated hereby; (5) If and only if this transaction closes, the costs of the Escrow AgentPhase I Assessment to be obtained by Buyer, if any, not to exceed $3,000.00, which cost shall be paid at Closing; (6) If and only if this transaction closes, the costs of the Appraisal to be obtained by Buyer, if any, not to exceed $4,000.00, which cost shall be paid at Closing; (7) Subject to the restrictions set forth herein, the costs of an owner's policy of Title Insurance including the Required Endorsements, not to exceed $24,000.00; and (vii) 8) If and only if this transaction closes, the fees costs of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Feesthe new Survey to be obtained by Seller, not to exceed $5,000.00, which cost shall be paid at Closing. (b) Each Seller Buyer shall pay pay: (i1) The costs of Buyer's due diligence investigations; (2) The costs of the base premium for the applicable Phase I Assessment to be obtained by Buyer, if any, in excess of$3,000.00; (3) The costs of Title Policy to the extent required by Section 4.1; (ii) Insurance in excess of $24,000.00, as well as the cost of recording any instruments endorsements (other than the Required Endorsements) required to discharge by Buyer, or any liens title insurance policy or encumbrances against such Seller’s Property; endorsements· required by Buyer's lender; (iii4) one-half (1/2) of the customary closing The costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such new Survey to be obtained by Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions excess of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)$5,000.00. (c5) The parties shall pay costs, fees and taxes attributable to Buyer's financing, if any; (6) The costs of recording the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according closing documents to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that be recorded; and (a7) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoBuyer's attorneys' fees.

Closing Costs. With respect Without limitation on and subject to each Property: (aSection 1.6(b) Purchaser above, the Operating Partnership shall pay be responsible for (i) subject to Section 5.4(c)any and all documentary transfer, any assumption fees stamp, filing, recording, conveyance, intangible, sales and other taxes incurred in connection with its assumption of the Assumed Loans; transactions contemplated hereby, (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); all escrow fees and costs, (iii) the costs of any taxes associated with Title Policy, UCC Policy, surveys, appraisals, environmental, physical and financial audits and the assumption costs of any other examinations, inspections or audits of the Assumed Loans; Property, (iv) any sales taxesand all assumption, use taxesprepayment or other fees, penalties or similar charges; amounts due and payable in connection with the discharge and satisfaction or the assumption of any Existing Loan, (v) any premiums costs associated with any new financing, including any application and commitment fees or the costs of such new lender’s other requirements, (vi) except as otherwise provided herein, its own attorneys’ and advisors’ fees, charges and disbursements, and (vii) any out-of-pocket costs or fees associated with any third-party approvals or deliverable items contemplated hereunder, including, without limitation, estoppels, consents, waivers, assignments and assumptions, provided that such costs or fees under this clause (vii) have been reasonably approved in advance in writing by the Operating Partnership. The Contributor or each Nominee, as applicable, shall be responsible for (i) any withholding taxes required to be paid by Purchaser and/or withheld in respect of the Contributor or such Nominee, as applicable, at Closing as a result of its tax status, and (ii) except as otherwise provided herein, its own attorneys’ and advisors’ fees, charges and disbursements. The parties acknowledge and agree that, to the extent any out-of-pocket costs or fees associated with respect any third-party approvals or deliverable items contemplated hereunder, as described above, are required to be paid to the applicable Title Policy pursuant third party prior to Section 4.1; (vi) one-half (1/2) Closing, the Nominees shall be responsible, on a pro rata basis, for the payment of the customary closing Contributor’s Allocable Share of such costs of or fees at or prior to Closing, and the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser Nominees shall receive a pro rata credit to their Total Consideration in this transaction; an equal amount at Closing. All costs and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy expenses incident to the extent required transactions contemplated hereby, and not specifically described above, shall be paid by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable party incurring same. The provisions of this Agreement, any other sums due on Section 2.5 shall survive the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Closing. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: (a) Seller and Purchaser shall execute such returns, questionnaires and other documents as shall be required with regard to all applicable real property transaction taxes imposed by applicable federal, state or local law or ordinance. (b) Seller shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser Seller in connection with this transaction; and (viii) any Special Purpose Entity Fees. (b) Each . Seller shall also pay the following costs and expenses: (i) one-half of the base escrow fee, if any, which may be charged by the Escrow Agent or Title Company; (ii) any imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Property (excluding, however, any sales tax in respect of the Personal Property); (iii) the title insurance premium for the applicable Title Policy to the extent required by Section 4.1; an ALTA standard form of owner's title policy; (iiiv) the cost of recording any instruments required to discharge any liens Seller's leasehold policy of title insurance., and (v) all costs associated with the prepayment of Seller's mortgage or encumbrances against such Seller’s deed of trust secured by the Property; . (iiic) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) Purchaser shall pay the fees of any counsel or consultant representing such Seller Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses: (i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or Title Company; (ii) any loan fees or other fees associated with the Loan, if any; (iii) the cost of any title policy required by the Lender under the Loan and the cost of any endorsements to either the owner's title policy or lender's title policy; and (viv) all late feesthe cost of the Survey. (d) All costs and expenses incident to this transaction and the closing thereof, penalties or subject to all other applicable and not specifically described above, shall be paid by the party incurring same. (e) The provisions of this Agreement, any other sums due on Section 4.6 shall survive the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Closing. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property(a) Seller shall pay: (a1) Purchaser shall pay The costs of the owner's Title Policy, including the costs of any endorsements to the title insurance policy necessary to deliver extended coverage of title insurance; (i2) subject The costs, if any, of any survey and environmental reports, previously obtained by Seller and to Section 5.4(c)be provided to Buyer prior to the Closing Date; (3) The costs, if any, of curing title defects and recording any assumption curative title documents, if Seller has elected to cure; (4) The costs of satisfying any consensual liens made by Seller on the Property; (5) The consulting fee payable to Xxxxxxx X. Xxxxxx (including any co-consulting fees payable by Xxxxxxx X. Xxxxxx to other consultants) incurred in connection with its assumption the sale of the Assumed Loans; Property and Business to Buyer, if and when this transaction closes, in accordance with a separate agreement between Xxxxxxx X. Xxxxxx and Seller; (ii6) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption One-half of the Assumed Loans; Title Company's escrow agent's fees; (iv7) any sales taxes, use taxes, or similar charges; (v) any premiums or Seller's consultant and attorneys' fees required to be paid by Purchaser with respect relating to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) sale of the customary closing Property; and (8) The costs of any transfer fees, loan prepayment fees or penalties and document assignment expenses necessary to consummate the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Feestransaction contemplated hereby. (b) Each Seller Buyer shall pay pay: (i1) the base premium for the applicable Title Policy The costs of Buyer's due diligence investigations; (2) The costs of any supplemental survey(s) or environmental site assessment(s) to the extent required be obtained by Section 4.1; Buyer, if any; (ii3) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) oneOne-half (1/2) of the customary closing Title Company's escrow agent's fees; (4) The costs of the Escrow Agent; lender's Title Policy; (iv5) Documentary fee relating to the fees deed(s); (6) The costs of any counsel or consultant representing such Seller in this transaction; recording the deed(s); (v7) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due Transfer taxes on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only deed(s), if such Property has not been converted to a Payoff Property)any; and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a).and (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado8) Buyer's attorneys' fees.

Closing Costs. With respect to each Property: (a) In connection with the conveyance of the Sale Assets by Seller to Purchaser (whether or not the Closing shall pay (i) subject to Section 5.4(coccur), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay ("Seller's Closing Costs"): (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; fees and expenses of Seller's legal counsel, (ii) the cost of recording any instruments obtaining such good standing certificates as are required to discharge any liens or encumbrances against such Seller’s Property; be delivered by Seller pursuant to Section 5.03(e) of this Agreement, (iii) one-half (1/2) of all fees and costs charged by Wilmington or its counsel in connection with the customary closing costs of the Escrow Agent; transactions contemplated herein, and (iv) $3,000.00 of the costs of obtaining Lender's consent to the transfer of the Sale Assets. (b) In connection with the conveyance of the Sale Assets by Seller to Purchaser (whether or not the Closing shall occur), Purchaser shall pay ("Purchaser's Closing Costs"): (i) all costs associated with its due diligence, including the costs of any inspections, studies, surveys, analysis and tests of the Properties, (ii) the fees and expenses of Purchaser's legal counsel, (iii) all costs of obtaining Lender's consent to the transfer of the Sale Assets including, without limitation, all servicing fees and charges, processing and rating agency fees payable to Lender, and any fees and disbursements of Lender's attorneys, in excess of the amount that Seller is obligated to pay pursuant to Section 2.04 (a)(iv), (iv) one-half of all fees and costs charged by Wilmington or its counsel or consultant representing such Seller in this transaction; connection with the transactions contemplated herein, and (v) all late fees, penalties or subject to all other applicable provisions of costs and expenses arising in connection with the transactions contemplated by this Agreement, any other sums due on than the Assumed Loans through the date immediately preceding the Closing Date (applies only costs and expenses that are Seller's responsibility pursuant to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (viSection 2.04(a) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)hereof. (c) The parties provisions of this Section 2.04 shall pay survive the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoClosing.

Closing Costs. With respect Except as otherwise expressly provided herein, Seller shall pay, on the Closing Date, all of the cost of the preparation of the deed, any documentary stamps or transfer taxes on the deed and surtax, if any (exclusive of any that, under state or local laws, are imposed on the buyer or grantee), and certified and pending special assessment liens for which the work has been substantially completed, and Purchaser shall pay, on the Closing Date, any documentary stamps or transfer taxes on the deed and surtax, if any, that, under state or local laws, are imposed on the buyer or grantee, the cost of the Title Commitment, including, without limitation, the cost of any title searches or abstracts of the Property, and the premium for the Owner’s Policy, all recording costs, intangible tax on any mortgage, documentary stamps or tax on any note, pending special assessment liens for which the work has not been substantially completed, the cost of any inspections conducted by or for the benefit of Purchaser, including, but not limited to, any zoning, permitting or other certification that may be obtained by Purchaser or that may be required to each Property: be delivered to Purchaser by any governmental authority as a condition to the conveyance of the Property from Seller to Purchaser, and any other customary charges and costs of closing. In addition, Purchaser shall reimburse Seller for the cost of (a) Purchaser shall pay (i) subject to Section 5.4(c)the Title Commitment and any search fees, any assumption fees in connection with its assumption the Survey, and the Phase I, which costs are, as of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including date hereof, $500.00 for the Seller Loans); (iii) any taxes associated initial Title Commitment, $6,650.00 for the initial Survey, and $2,700.00 for the initial Phase I, and which costs for Survey and Phase I are in accordance with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid rates negotiated by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiavendors, and (b) any recertifications, endorsements and updates thereof required in connection herewith. Notwithstanding the foregoing, in the event Purchaser assigns this Agreement after the full execution of this Agreement, provided Purchaser receives Seller’s consent for said assignment as outlined in Section 10.8, Purchaser shall be responsible for Seller’s attorney’s fees associated with said assignment in the amount of Seven Hundred Fifty and 00/100 Dollars ($750.00). Except as otherwise provided herein, each party shall pay its own attorneys’ fees. Purchaser shall pay the cost of any transferescrow fees, salesclosing fees, useand any fees to prepare the Closing Statement charged by the Escrow Agent. The premiums for the title insurance policies shall be at the rates promulgated by the state or recording district, gross receipts or similar taxes charged in connection with as applicable, where the transfer of those Properties located in ColoradoProperty is located.

Closing Costs. With respect to each Property: (a1) Purchaser At the Closing, Seller shall pay be liable for the payment of (i) subject the applicable state and/or any other jurisdiction transfer and recording taxes (the “Transfer Tax Payments”) imposed pursuant to Section 5.4(c), any assumption fees in connection with its assumption the laws of the Assumed Loans; states where the Properties are located or any other Governmental Authority in respect of the transactions contemplated by this Agreement by wire transfer to the Title Company or delivery to the Title Company of good, unendorsed, certified or official bank checks, drawn on, or by a Clearing House Bank and payable to the order of the relevant Governmental Authority together with any return (the “Transfer Tax Return”) required thereby which shall be duly executed by Seller and Purchaser, (ii) recording charges to discharge any mortgage mortgages or similar taxes on new financing obtained by Purchaser (including the Seller Loans); statements, (iii) any taxes associated with the assumption its share of the Assumed Loans; title insurance related costs as described in Section 6(1)(ii), (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; escrow fees, and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (iiv) the cost of the appraisals, engineering reports and Phase 1 environmental reports ordered by Seller. (2) At the Closing, Purchaser shall be responsible for (i) its share of the title insurance related costs as described in Section 6(1)(ii), (ii) recording any instruments required charges in connection with the conveyance of the Properties to discharge any liens or encumbrances against such Seller’s Property; Purchaser (including, without limitation, recording fees), (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; any escrow fees, and (iv) the fees cost of any counsel or consultant representing such Seller in this transaction; (v) all late feesthe appraisals, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers engineering reports and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne Phase 1 environmental reports ordered by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Purchaser. (c3) The parties Seller and Purchaser agree that each party shall pay the transferits own costs, sales, use, gross receipts or similar taxes charged fees and expenses of counsel retained by each party in connection with the transfer consummation of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that this transaction. (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b4) Purchaser shall pay any transferbe responsible for the payment of all costs and expenses relating to the debt to be secured by Purchaser to finance the purchase of the Properties, salesincluding, usewithout limitation, gross receipts or similar taxes charged in connection with mortgage recording taxes, debt placement fees, initial rating agency fees (but not on-going fees), surety bond fees and fees and expenses of counsel for the transfer debt. The provisions of those Properties located in Coloradothis Section 9 shall survive the Closing.

Closing Costs. With respect to each PropertyEach party shall pay its own costs and expenses arising in connection with the Closing (including, without limitation, its own attorneys’ and advisors’ fees), except the following costs (the “Closing Costs”), which shall be allocated between the parties as follows: (a) Purchaser 8.2.1 At Closing, Sellers shall pay be responsible for payment of the following items: (i) subject to Section 5.4(c)Sellers’ attorneys’ fees, any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; brokerage commission as provided in Section 13, (iii) one-half (1/2) of the customary closing costs any transfer taxes due as a result of the Escrow Agent; sale and transfer of the Property, (iv) the fees pay-off amounts, pre-payment penalties, recording fees, and other costs of any counsel or consultant representing such Seller in this transaction; removing and releasing all monetary liens and other title exceptions that are not Permitted Exceptions, (v) all late fees, penalties one-half (1/2) of any escrow or subject to all other applicable provisions of this Agreement, any other sums due on closing fee charged by the Assumed Loans through the date immediately preceding the Closing Date Escrow Agent (applies only to the Assumption Sellers and applicable only if such Property has not been converted up to a Payoff Propertymaximum of $500); and , (vi) cost of cancelling or terminating any Service Contracts, (vii) cost of any fee for recording the Deed in the land records, and (viii) all other closing fees and costs or charges that are customarily borne paid by a seller of in a commercial real estate transaction in the state in which locality where the applicable Property is located which and that are not expressly provided to be paid by Purchaser in Section 6.5.10(a)allocated hereunder. 8.2.2 At Closing, Buyer shall be responsible for payment of the following items: (ci) The parties shall pay the transfercost of the due diligence inspections, salestests, useand studies that Buyer conducts, gross receipts (ii) Buyer’s attorneys’ fees, (iii) the cost of, any title search of the Title Company, the preparation of the title insurance commitment and the premium on any owner’s or similar lender’s policy of title insurance / coverage and any endorsements to said policy, (iv) one-half (1/2) of any transfer taxes charged in connection with due as a result of the sale and transfer of each Property according to the custom Property, (v) one half (1/2) of any escrow or closing fee charged by the state or commonwealth in which such Property is located. In light Escrow Agent, (vi) cost of preparing the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of VirginiaDeed, and (bvii) Purchaser all other fees and costs that are customarily paid by a buyer in a commercial real estate transaction in the locality where the Property is located and that are not expressly allocated hereunder. 8.2.3 In the event this Agreement is terminated prior to Closing, Buyer and Sellers shall pay still be responsible for any transfer, sales, use, gross receipts of the foregoing that are still owed despite the transaction not Closing. The obligations of this Section 8.2 shall survive the termination of this Agreement or similar taxes charged in connection with the transfer of those Properties located in ColoradoClosing.

Closing Costs. With respect to each Property: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium cost of preparing or ------------- obtaining documents or consents to be delivered by Seller to Purchaser pursuant to this Agreement (specifically excluding, however, any sums paid or, to be paid to the franchiser as a prerequisite to the assignment of the Franchise), (ii) all transfer taxes, conveyance taxes, documentary stamps, and other similar taxes, fees or charges payable to any governmental authority as a result of the transfer of the Hotel, (iii) any fees or costs incurred in order to convey the Hotel free and clear of all liens, encumbrances, conditions and exceptions other than the Permitted Exceptions, (iv) the cost of the Title Policy, exclusive of the cost of any endorsements thereto requested by Purchaser, (v) one-half of any escrow fee imposed by the Title Company and (vi) the fees and disbursements of its counsel. Purchaser shall pay (i) the cost of updating and recertifying the Survey, (ii) recording fees and charges required to record the Seller's Deed, (iii) any mortgage recording taxes, documentary stamps, intangibles tax and other taxes, fees or charges payable to any governmental authority as a result of any mortgage financing obtained by Purchaser for the applicable Title Policy acquisition of the Hotel, (iv) the cost of any endorsements to the extent required Title Policy, the Title Policies for the Other Hotels and any endorsements thereto, (v) one-half of any escrow fee imposed by the Title Company and (vi) the fees and disbursements of its counsel. Any other expenses or charges incurred by the parties and not expressly addressed in this Agreement shall be borne by the party incurring said expense or charge. Other than payment of the items specifically listed in the first sentence of this Section 4.1; 11.5, payment of the brokerage commissions as stated herein to be paid by Seller, prorations and adjustments as provided herein, and expenses incurred by Seller by its own initiation, which costs shall be borne by Seller as herein provided, and any fees and expenses incurred in connection with: (i) the prepayment of the First Note secured by the First Mortgage and the Lincoln Consent, (ii) the cost prepayment of recording any instruments required that certain Promissory Note (the "Second Note") in the original principal amount of $3,750,000 secured by a Deed to discharge any liens or encumbrances against such Seller’s Property; Secure Debt, Assignment of Leases and Rents, and Security Agreement (Junior Loan) (the "Second Mortgage") held by Harbor Hospitality Atlanta Limited Partnership ("Harbor Hospitality") and the consent of Harbor Hospitality thereto (the "Harbor Hospitality Consent"), and (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late feesother actions required to achieve a Free and Clear Conveyance, penalties or subject to the Permitted Exceptions Seller shall not be responsible for any other costs whatsoever incurred in connection herewith, and Purchaser shall pay all other applicable provisions such costs, including, without limitation, the items specifically listed in the second sentence of this AgreementSection 11.5, any prorations and adjustments as provided herein, environmental audit or review expenditures, all costs and fees related to Purchaser's line of credit financing, and all other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly as provided herein to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is locatedPurchaser. In light of Notwithstanding the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, be responsible for all costs incurred solely because of Seller's willful misconduct or gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradonegligence.

Closing Costs. With respect to each Property: (a1) Purchaser At the Closing, Seller shall pay be liable for the payment of (i) subject all applicable Land Transfer Tax and registration fees (the “Transfer Tax Payments”) imposed pursuant to Section 5.4(c), any assumption fees in connection with its assumption the laws of the Assumed Loans; Province of Ontario or any other Governmental Authority in respect of the transactions contemplated by this Agreement by wire transfer to the Seller’s Solicitors or delivery to the Seller’s Solicitors of certified cheques drawn on one of the five largest (by asset size) Schedule 1 Chartered Canadian Banks and payable to the order of the relevant Governmental Authority together with any return (the “Transfer Tax Return”) required thereby which shall be duly executed by Purchaser, (ii) recording charges to discharge any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); mortgages that are not to be assumed (iii) any taxes associated with the assumption its share of the Assumed Loans; title insurance-related costs as described in Section 6(1)(ii), (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; escrow fees, and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (iiv) the cost of the appraisals, engineering reports and Phase 1 environmental reports ordered by Seller. (2) At the Closing, Purchaser shall be responsible for (i) its share of the title insurance-related costs as described in Section 6(1)(ii), (ii) recording any instruments required charges in connection with the conveyance of the Property to discharge any liens or encumbrances against such Seller’s Property; Purchaser (including, without limitation, recording fees), (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; any escrow fees, (iv) the fees cost of any counsel or consultant representing such Seller in this transaction; the appraisals, engineering reports and Phase 1 environmental reports ordered by Purchaser, and (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers provincial sales tax and applicable only if such Property has not been converted to a Payoff Property); federal goods and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged services tax payable in connection with the transfer sale, transfer, assignment and delivery of each the Property according by the Seller to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties Purchaser. (3) Seller and Purchaser agree that (a) Seller each party shall pay any transferits own costs, sales, use, gross receipts or similar taxes charged fees and expenses of counsel retained by each party in connection with the transfer consummation of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and this transaction. (b4) Purchaser shall pay any transferbe responsible for the payment of all costs and expenses relating to the debt to be secured by Purchaser to finance the purchase of the Property, salesincluding, usewithout limitation, gross receipts or similar taxes charged in connection with recording fees, debt placement fees, initial rating agency fees (but not on-going fees), surety bond fees and fees and expenses of counsel for the transfer debt. The provisions of those Properties located in Coloradothis Section 9 shall survive the Closing.

Closing Costs. With respect to each Property: (a) Purchaser Seller shall pay for: (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loanspremium for the Title Policy; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of any personal property sales taxes applicable to the customary closing costs sale of the Escrow Agent; (vii) the fees of Personal Property but specifically excluding any counsel personal property sales taxes solely attributable to Buyer's failure to obtain a re-sale certificate or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each license, provided, however, Seller shall pay (i) the base premium be fully liable for all personal property sales taxes attributable to Seller's failure to qualify for the applicable Title Policy to "casual sale" exemption set forth in Section 60-590 of the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s PropertyArizona Revised Statutes; (iii) one-half (1/2) of the customary closing costs escrow charges, if any, of the Escrow AgentTitle Company; (iv) any fees and costs charged by the fees Existing Lender related to Buyer's assumption of any counsel or consultant representing such Seller in this transactionthe Existing Financing; (v) all late fees, penalties costs related to bonding over or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only otherwise providing assurances to the Assumption Sellers Title Company such that the liens related to the Construction Litigation do not appear upon Buyer's Title Policy and applicable only if such Property has not been converted all title costs (including endorsements) related to a Payoff Property)Seller's inability to obtain the Villas Association consent to the assignment of Ground Lease to Buyer; and (vi) one-half (1/2) of any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be trustee fee paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer Assignment of each Property according to the custom Beneficial Interest; (vii) one-half (1/2) of the state or commonwealth in which such Property is located. In light legal fees of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged Existing Lender in connection with the transfer assignment to Buyer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, Existing Financing; and (bviii) Purchaser one-half (1/2) of the cost of having D&T prepare the FF&E Inventory, up to a maximum amount of $12,500. Buyer shall pay pay: (A) the entire cost of any transferendorsements to the Title Policy and any coinsurance or reinsurance coverage required by the Buyer (but specifically excluding any endorsement or other title costs related to Sellers' inability to obtain the consent of the Villas Association to the Assignment of Ground Lease to Buyer); (B) one-half (1/2) of the escrow charges, salesif any, useof the Title Company; (C) the balance of the cost of D&T preparing the FF&E Inventory, gross receipts or similar taxes charged less Seller's contribution thereto pursuant to clause (viii) herein; (D) all of the fee for the update of the survey; (E) one-half (1/2) of the fee paid to the trustee in connection with the Assignment of Beneficial Interest; (F) one-half (1/2) of any personal property sales taxes applicable to the sale of the Personal Property (but all of the personal property sales taxes attributable to Buyer's failure to obtain a re-sale certificate or license) and specifically excluding any personal property taxes attributable to Seller's failure to qualify for the casual sale exemption; (G) one-half (1/2) of the legal fees of the Existing Lender in connection with the assignment to Buyer of the Existing Financing and all of the cost for the endorsement to Existing Lender's policy of title insurance; and (H) all of the fees related to the transfer of those Properties located the Assumed Contracts to Buyer. Any other closing costs shall be paid in Coloradoaccordance with the custom of Maricopa County.

Closing Costs. With respect to each Property: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy cost of preparing or ------------- obtaining documents or consents to be delivered by Seller to Purchaser pursuant to this Agreement (specifically excluding, however, any sums paid or, to be paid to the extent required by Section 4.1; franchiser as a prerequisite to the assignment of the Franchise), (ii) all transfer taxes, conveyance taxes, documentary stamps, and other similar taxes, fees or charges payable to any governmental authority as a result of the transfer of the Hotel, (iii) any fees or costs incurred in order to convey the Hotel free and clear of all liens, encumbrances, conditions and exceptions other than the Permitted Exceptions, (iv) the cost of recording the Title Policy, exclusive of the cost of any instruments required to discharge any liens or encumbrances against such Seller’s Property; endorsements thereto requested by Purchaser, (iiiv) one-half of any escrow fee imposed by the Title Company and (1/2vi) the fees and disbursements of its counsel. Purchaser shall pay (i) the cost of updating and recertifying the Survey, (ii) recording fees and charges required to record the Seller's Deed, (iii) any mortgage recording taxes, documentary stamps, intangibles tax and other taxes, fees or charges payable to any governmental authority as a result of any mortgage financing obtained by Purchaser for the acquisition of the customary closing costs of the Escrow Agent; Hotel, (iv) the fees cost of any counsel or consultant representing such Seller in this transaction; endorsements to the Title Policy and to the Title Policies for the Other Hotels and any endorsements thereto, (v) all late fees, penalties or subject to all other applicable provisions one-half of this Agreement, any other sums due on escrow fee imposed by the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); Title Company and (vi) any the fees and disbursements of its counsel. Any other closing costs expenses or charges customarily incurred by the parties and not expressly addressed in this Agreement shall be borne by a seller the party incurring said expense or charge. Other than payment of commercial real estate the items specifically listed in the state in which first sentence of this Section 11.5, payment of the applicable Property is located which are not expressly provided brokerage commissions as stated herein to be paid by Purchaser in Section 6.5.10(a). (c) The parties Seller, prorations and adjustments as provided herein, and expenses incurred by Seller by its own initiation, which costs shall pay the transferbe borne by Seller as herein provided, sales, use, gross receipts or similar taxes charged and any fees and expenses incurred in connection with the transfer assignment by Seller and assumption by Purchaser of each Property according the First Mortgage, the State Street Bank Consent and any other actions required to achieve a Free and Clear Conveyance subject to the custom Permitted Exceptions, Seller shall not be responsible for any other costs whatsoever incurred in connection herewith, and Purchaser shall pay all other such costs, including, without limitation, the items specifically listed in the second sentence of the state this Section 11.5, prorations and adjustments as provided herein, environmental audit or commonwealth in which such Property is locatedreview expenditures, all costs and fees related to Purchaser's line of credit financing, and all other costs as provided herein to be paid by Purchaser. In light of Notwithstanding the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, be responsible for all costs incurred solely because of Seller's willful misconduct or gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradonegligence.

Closing Costs. With respect Buyer and Seller shall each pay their own legal fees related to each Property:the preparation of this Agreement and all documents required to settle the transactions contemplated hereby. (a) Purchaser Seller shall pay pay: (i) subject all costs associated with Seller’s efforts to Section 5.4(c)cure or remove any title objections by Buyer in accordance with the terms and conditions of this Agreement, any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage all recordation and documentary and other similar fees resulting from the conveyance of the Property or similar taxes on new financing obtained the transaction contemplated by Purchaser (including this Agreement, including, without limitation, the Seller Loans); recordation of the Assignment of Ground Lease and the Deed, and (iii) fifty percent (50%) of all charges, premiums and fees for the Title Policies and any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect and all endorsements to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity FeesPolicies. (b) Each Seller Buyer shall pay pay: (i) all costs associated with any Inspections and the base premium for Buyer’s Reports, and obtaining the applicable Title Policy to the extent required by Section 4.1; Preliminary Report and UCC Searches, (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs all of the Escrow Agent; ’s fees, costs and expenses, (iii) the full cost of the Survey, (iv) fifty percent (50%) of all charges, premiums and fees for the fees of Title Policies and any counsel or consultant representing such Seller in this transaction; and all endorsements to the Title Policies, (v) all late feessales taxes (if any) payable with respect to the conveyance, penalties sale, assignment or subject other transfer of the Personal Property to all other applicable provisions Buyer (Buyer hereby agreeing that Buyer shall not allocate any of this Agreementthe Purchase Price to the Personal Property, any other sums due on the Assumed Loans through the date immediately preceding including, after the Closing Date (applies only Date, such obligation to survive the Assumption Sellers and applicable only if such Property has not been converted to a Payoff PropertyClosing); , and (vi) all recording privilege taxes under applicable laws of the State of Alabama; provided, however, that the foregoing shall exclude any other closing costs or charges customarily borne by a seller income tax of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Seller. (c) The parties All Closing costs not described above shall pay be borne by Seller and Buyer, respectively, in the transfermatter customarily borne by sellers and buyers, salesrespectively, use, gross receipts or similar taxes charged of real property in connection with the transfer of each Property according to the custom of the state or commonwealth county in which such the Real Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: (a) Purchaser Seller shall pay pay: (i) subject its legal fees and expenses related to Section 5.4(c)the negotiation and preparation of this Agreement and all documents required to close the transaction contemplated hereby, any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption 50% of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or escrow fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; , (viiiii) grantor's tax, (iv) all expenses of satisfaction and prepayment of the any outstanding mortgages on the Property other than any of the Existing Loan Documents and (v) the fees of any counsel or consultant representing Purchaser in this transaction; and premium for a basic unendorsed owner's title insurance policy (viiiincluding all standard exceptions) any Special Purpose Entity Fees(the "Basic Title Policy"). (b) Each Seller Buyer shall pay pay: (i) 50% of the base premium for escrow fees of the applicable Title Policy Escrow Agent, (ii) charges to record the Deed (as hereinafter defined), and evidence of Buyer's existence or authority, (iii) Buyer's legal fees and expenses related to the extent negotiation of this Agreement and all documents required to close the transaction contemplated hereby, (iv) all costs related to the Buyer's inspection and due diligence, including, without limitation, the cost of appraisals, architectural, engineering, credit and environmental reports, (v) all charges and premiums to upgrade the Basic Title Policy, including charges and premiums incurred to delete the standard exceptions (including the so-called survey exception) and to obtain any endorsements desired by Section 4.1; Purchaser, (iivi) all costs allocable to preparation of the survey, (vii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; the Phase I Report update, (iiiviii) one-half (1/2) all state and county taxes associated with the transfer of the customary closing costs property and the assumption of the Escrow Agent; Existing Loan and Existing Loan Documents, and (iv) the fees of any counsel or consultant representing such Seller in this transaction; (vix) all late fees, penalties or subject to all other applicable provisions costs and fees associated with the assignment by Seller and assumption by Buyer of this Agreement, any other sums due on the Assumed Loans through Existing Loan and the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Existing Loan Documents. (c) The parties All other closing costs shall pay the transfer, sales, use, gross receipts be paid by Seller or similar taxes charged Buyer in connection accordance with the transfer of each Property according to custom in the custom of jurisdiction where the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: Buyer shall pay (a) Purchaser shall pay (i) subject the cost of all endorsements to Section 5.4(c)the Owner’s Policy, as well as the costs of any assumption fees lender title policy and endorsements in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans)Buyer; (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vib) one-half (1/2) of all escrow and closing fees for the customary closing costs of the Escrow Agenttransactions contemplated under this Agreement; (viic) the all escrow and closing fees of and any counsel or consultant representing Purchaser other costs and expenses in this transactionconnection with any financing obtained by Buyer; (d) all recording fees and charges in connection with any new loan obtained by Buyer; and (viiie) any Special Purpose Entity Fees. (b) Each all fees, costs or expenses in connection with Buyer’s due diligence reviews hereunder. Seller shall pay (ia) the base standard premium charged by the Title Company for the applicable Title Policy to ALTA standard coverage portion of the extent required by Section 4.1Owner’s Policy; (iib) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing all costs of updating the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late feesSurvey, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transferall state conveyance fees, salescharges and taxes levied, useassessed, gross receipts imposed or similar taxes charged in connection with the transfer of each Property according to the custom Land or the Improvements and/or the recordation of the state or commonwealth in which such Property is located. In light Deed; (d) the recording fees and charges for the release of any of Seller’s existing monetary liens; (e) the fees and charges for the recording of the foregoingDeed; (f) any franchise taxes, the parties agree that (a) Seller shall pay any transferbulk sales taxes, salesand excises taxes, useif any, gross receipts or similar taxes charged due in connection with the transfer sale of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of VirginiaProperty, and (bg) Purchaser one-half of all escrow and closing fees for the transactions contemplated under this Agreement. Seller and Buyer shall each pay their respective (i) legal fees and expenses (subject to Section 11F of this Agreement), (ii) share 11 of prorations (as provided below), and (iii) the cost of all of its performances under this Agreement. Each party shall indemnify, protect, defend and hold the other harmless from and against any transfer, sales, use, gross receipts or similar taxes charged Claim in connection with any way arising from the transfer non-payment of those Properties located in Coloradoany of the items for which such first party is responsible pursuant to this Section 6C. D.Prorations.

Closing Costs. With respect to each Property: At Closing, Seller will pay (a) Purchaser shall the costs of releasing any financing liens or other encumbrances that are required to be released by Seller and of recording such releases; (b) one-half of the reasonable fees and costs due Escrow Agent for its escrow services under this Agreement; (c) the title insurance costs and charges for standard coverage for the Title Policies for the Sites in each applicable state to the extent Seller is responsible for the same as set forth on Schedule 5.6; (d) any state, county or local documentary or real estate transfer taxes for the Sites in each applicable state to the extent Seller is responsible for the same as set forth on Schedule 5.6; and (e) all other costs this Agreement expressly requires Seller to pay. At Closing, Buyer will pay (i) subject the title insurance costs and charges for standard coverage for the Title Policies for the Sites in each applicable state to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loansextent Buyer is responsible for the same as set forth on Schedule 5.6; (ii) any mortgage all title insurance costs and charges for extended coverage, title endorsements, lender policies or similar taxes on new financing obtained other coverage requested by Purchaser (including the Seller Loans)Buyer; (iii) the cost of any taxes associated with the assumption new or Agreement of the Assumed LoansPurchase and Sale National Credit Industrial Portfolio 35659245v1 updated Survey obtained by Buyer; (iv) the cost of recording the Deeds and any sales taxes, use taxes, or similar chargesother Closing Documents; (v) any premiums state, county or fees required to be paid by Purchaser with respect local documentary or real estate transfer taxes for the Sites in each applicable state to the applicable Title Policy pursuant to Section 4.1extent Buyer is responsible for the same as set forth on Schedule 5.6; (vi) one-half (1/2) of the customary closing reasonable fees and costs of the due Escrow AgentAgent for its escrow services under this Agreement; (vii) the fees of any counsel or consultant representing Purchaser in this transactionall unpaid Loan Assumption Costs; and (viii) any Special Purpose Entity Fees. Loan Assumption Fee (b) Each Seller shall pay (i) the base premium for the applicable Title Policy subject to the extent required by limitations set forth in Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property1.5(c)); and (viix) all other costs this Agreement expressly requires Buyer to pay. Except as otherwise expressly provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all of their own respective transaction costs and expenses, including without limitation all expenses of legal counsel, accountants, and other advisors and consultants incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Any other closing costs or and charges customarily borne by a seller not specifically designated as the responsibility of commercial real estate either Party in the state in which the applicable Property is located which are not expressly provided to this Agreement will be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection Parties with the transfer of respect to each Property Site according to the custom usual and customary allocation/apportionment of such costs by Escrow Agent in the state or commonwealth jurisdiction in which such Property Site is located. In light The provisions of this Section 5.6 will survive the foregoing, the parties agree that (a) Seller shall pay Closing or any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer earlier termination of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradothis Agreement.

Closing Costs. With respect to each Property(a) Sellers shall pay the following costs and expenses at Closing: (a1) Purchaser shall pay (i) subject Sellers’ prorated share of real estate and tangible personal property taxes, rents or assessments as set forth in this Agreement and any general real estate and personal property taxes for all years prior to Section 5.4(c), any assumption fees in connection with its assumption the year of the Assumed Loans; Closing; (ii2) any mortgage or similar taxes on new financing obtained by Purchaser (including The cost of issuing the Seller Loans); (iii) any taxes associated Title Insurance Commitments and the premium for issuance of the Title Policies together with the assumption cost of reasonable and customary endorsements to the Title Policies not relating to Buyer’s financing, if any; (3) Sellers’ own legal expenses; (4) One-half of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid closing fee and/or settlement fee charged by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (5) All costs of satisfying in full any existing debt secured by the Property and removing any encumbrances in the form of monetary liens from the Title Policies; and (vii6) the fees of any counsel or consultant representing Purchaser in Any and all other costs and expenses expressly allocated to Sellers under this transaction; and (viii) any Special Purpose Entity FeesAgreement. (b) Each Seller Buyer shall pay the following costs and expenses at Closing: (i1) Costs of transferring or canceling any Operating Agreements; (2) Costs of recording the base premium Deeds and any other transfer documents requiring recordation; (3) All premiums and costs for issuing any endorsements or additional coverage to the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser Sellers or contemplated hereinabove, any title insurance premium or cost (including endorsements and additional coverage with respect thereto) related to Buyer’s financing, and any additional premiums and costs for coinsurance requested by Buyer; (4) Costs of supplying tax certificates to the Title Company; (5) Any sales taxes, transfer taxes or stamp taxes pertaining to the transfer of the Property from Sellers to Buyer; (6) Any indebtedness or mortgage related taxes and recording or other fees relating to any mortgage, deed of trust or other security instrument executed by Buyer; (7) All fees, costs and expenses incurred with respect to any purchase money financing incurred by Buyer; (8) Buyer’s prorated share of all real estate and tangible personal property taxes, rents, or assessments as set forth in Section 6.5.10(a)this Agreement; (9) Buyer’s own legal expenses; (10) One-half of the cost of closing or settlement fee charged by the Escrow Agent. (c11) The parties shall pay cost of preparing the transfer, sales, use, gross receipts Surveys; and (12) Any termination charges related termination of any Operating Agreements. (13) Any UCC searches. (14) Any costs or similar taxes charged expenses incurred by Buyer in connection with its inspections and due diligence preformed on the transfer of each Property according Property. (15) Any and all other costs and expenses expressly allocated to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoBuyer under this Agreement.

Closing Costs. With 12.1 All normal adjustments for the Property, including but not limited to taxes, local improvements and assessments, municipal charges, rents, utilities, tenant deposits including interest, prepaid rent, mortgage principal and interest that are applicable with respect to each Propertythe Property shall be adjusted as of 12:01 a.m. on the Closing Date. All other costs or expenses not otherwise provided for in this Agreement shall be allocated to or apportioned between Purchaser and Seller by Escrow Agent in accordance with customary escrow practices in county in which the Property is located. 12.2 In closing this transaction, the Escrow Agent shall charge the Seller with the following: (a) Purchaser shall pay (i) subject The full amount of real estate taxes prorated up to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (and including the Seller Loans); (iii) any taxes associated with the assumption date of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) transfer of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees.title; (b) Each Seller shall pay (i) The cost of the base premium for the applicable Title Report, title search, and Title Policy to (except the extent required costs therefor in excess of those for an ALTA standard policy and owner’s policy without such endorsements shall be borne by Section 4.1; (iiPurchaser) in the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) amount of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a).Purchase Price; (c) The parties shall pay One half of the transfer, sales, use, gross receipts or similar taxes charged in connection escrow fee and one half of the real property transfer tax imposed on the GBS Deed pursuant to NRS Chapter 375; (d) All other charges properly borne by the Seller consistent with the transfer terms of each Property according this Agreement; and immediately thereafter shall deliver to the custom Seller the balance of the state or commonwealth funds, in which such Property is located. its hands, due under the terms hereof, and any documents due the Seller. 12.3 In light of the foregoingclosing this transaction, the parties agree that Escrow Agent shall charge the Purchaser with the following: (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with The cost of recording the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and GBS Deed; (b) That amount by which the cost of furnishing the Title Policy shall exceed Seller’s portion of the cost as set forth in Section 7.2; (c) One half of the escrow fee and one half of the real property transfer tax imposed on the GBS Deed pursuant to NRS Chapter 375; and, (d) All other charges properly borne by the Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection consistent with the transfer terms of those Properties located this Agreement; and immediately thereafter, shall deliver to the Purchaser the Title Policy, the recorded GBS Deed or County Recorder's receipt therefor, any prorations to which the Purchaser is entitled, and any other funds or documents due the Purchaser. 12.4 Upon Closing and unless otherwise designated in Coloradowriting by Purchaser, title shall be vested in Purchaser or its assignees or nominees (if consented to by Seller, in writing, which consent shall not be unreasonably withheld).

Closing Costs. With respect (a) Seller shall pay (i) the cost of preparing or obtaining documents or consents to each Property:be delivered by Seller to Purchaser pursuant to this Agreement (specifically excluding, however, any sums paid or to be paid to the franchisor as a prerequisite to the assignment or cancellation of the Franchise, if Purchaser requests that the Franchise be assigned to it or cancelled), (ii) all transfer taxes (other than transfer taxes payable to Arlington Heights ("LOCAL ----- TRANSFER TAXES"), which shall be paid by Seller only to the extent the local -------------- ordinance regulating and authorizing Local Transfer Taxes provides that Seller is primarily liable for payment of same), conveyance taxes, documentary stamps, sales taxes and other taxes, fees or charges payable to any governmental authority as a result of the transfer of the Hotel, (iii) any fees or costs incurred in order to convey the Hotel free and clear of all liens, encumbrances, conditions and exceptions other than the Permitted Exceptions, (iv) one-half of any escrow fee imposed by the Title Company and (v) the fees and disbursements of ACQ's counsel and any local counsel required by Seller in order to comply with (x) the provisions of this Agreement (e.g., removing title exceptions) or ---- (y) applicable law. The provisions of this Section 11.5(a) are subject to the limitations set forth in Section 3.5(b). (ab) Purchaser shall pay (i) subject to Section 5.4(c)the cost of updating and recertifying the Survey, any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including recording fees and charges required to record the Seller Loans); Seller's Deed, (iii) any taxes associated with the assumption mortgage recording taxes, documentary stamps, intangibles tax and other taxes, fees or charges payable to any governmental authority as a result of the Assumed Loans; Purchase Money Note or the Purchase Money Mortgage, (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half of any escrow fee imposed by the Title Company, (1/2v) all search fees, title premiums and other costs associated with the Title Policy and the cost of the customary closing costs UCC Searches, (vi) Local Transfer Taxes, but only to the extent the local ordinance regulating and authorizing Local Transfer Taxes provides that Purchaser is primarily liable for payment of the Escrow Agent; same and (vii) the fees and disbursements of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Feesits counsel. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. (i) With respect to each Property: the Closing, Seller shall pay: (a1) Purchaser shall pay (i) subject all of the fees and expenses owed by the Target Companies or Seller to Section 5.4(c)its investment bankers, any assumption fees attorneys, accountants, other professionals, or others incurred in connection with its assumption this Agreement or the consummation of the Assumed Loanstransactions contemplated hereby that remain unpaid as of the Closing Date; (2) 50% of any escrow fees; (3) except as otherwise provided in Section 10.(i)(ii)(5) below, the base premium for the Title Policy; (4) all city, county, or state transfer taxes relating to the sale of the Acquired Interests; (5) recording costs in connection with the Closing; (6) the costs and expenses for the Updated Survey and (7) all prepayment penalties and other expenses in connection with obtaining a release of the Encumbrances as provided in Section 3.(e)(ii) in connection with Purchaser's payoff of all of the Existing Debt (collectively, the "Seller Closing Costs"). (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with With respect to the applicable Title Policy pursuant to Section 4.1Closing, Purchaser shall pay: (1) Purchaser's attorneys' fees; (vi2) one-half (1/2) of the customary closing any escrow fees; (3) all costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums Purchaser's due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged diligence in connection with the transfer of each Property according transaction contemplated hereby; (4) any endorsements to the custom base Title Policy; and (5) the portion of the state or commonwealth in which such Property is located. In light premium for the Title Policy attributable to Purchaser's election to obtain an ALTA extended coverage form of owner's title policy; (iii) All other costs of the foregoing, Closing shall be borne by the parties agree that party incurring such costs. (aiv) Seller The provisions of this Section 10.(i) shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with survive the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoClosing.

Closing Costs. With respect to each Property: (a) All Third-Party Costs (hereinafter defined) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Purchaser until such Third-Party Costs have equaled the sum of one percent (1%) of the aggregate Allocable Purchase Prices, and thereafter such Third-Party Costs shall pay be borne solely by Seller. As used herein, the term "Third-Party Costs" shall include the following: (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts recordation or other similar taxes charged taxes, impositions or expenses ("Recording Charges") incurred in connection with the recordation or filing of the instruments required at Closing on each Property or the transfer of those Properties located in the States of Georgia, Ohio, South Carolina assets and/or the Properties; (ii) Environmental Reports and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged Updated Environmental Reports prepared in connection with the transfer purchase and sale of the Properties pursuant to this Agreement; (iii) Surveys of the Properties prepared in connection with due diligence under this Agreement; (iv) premiums for the title insurance policies to be provided at each Closing pursuant to Section 2.3, Section 4.3(a) and Section 4A.3(a); (v) any closing or escrow charges or other expenses payable to the Title Company conducting the Closing; (vi) property appraisals prepared in connection with the purchase and sale of the Properties pursuant to this Agreement; and (vii) local counsel fees (which fees shall be limited to those Properties located incurred in Coloradoconnection with usual and customary local counsel services in similar commercial real estate transactions). Purchaser shall bear the costs of all Recording Charges imposed in connection with the recordation of the memorandum of lease and the memorandum of management agreement for each Property, in an amount not to exceed, with respect to both of such instruments, $25,000 per Property (and any sums so expended by Purchaser shall be counted against the maximum obligation of Purchaser hereunder with respect to Recording Charges as set forth in this Section 9.2(a)).

Closing Costs. With respect to each Property: (a) Purchaser Seller and the Joint Ventures shall pay be responsible for (i) subject their own legal counsel expenses, (ii) all costs incurred to Section 5.4(c)repay any liens and other expenses due from or incurred by Seller or the Joint Ventures, any assumption fees if applicable, in connection with its assumption of the transaction (including prepayment fees or expenses, if any, regarding any existing liens or mortgages on the Properties, other than Permitted Exceptions and the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of escrow fee, if any, which may be charged by the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) and all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which excise or transfer taxes that are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged incurred in connection with the transfer of each Property according to the custom Properties and (v) any reasonable and customary attorneys fees and loan processing fees required by the holders of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged Assumed Loans in connection with the assumption of the Assumed Loans in connection with this transaction and any fees to Seller's mortgage broker Xxxxx Xxxxxxxx ("Xxxxxxxx") in connection with this transaction. Notwithstanding anything to the contrary contained in this Section, Seller and the Joint Ventures shall be responsible for transfer of those Properties located fees expressly set forth in the States of Georgia, Ohio, South Carolina and Assumed Loan Documents to the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged extent payable in connection with the transfer transactions set forth herein. Purchaser shall pay for (i) its own legal counsel expenses, the owner's title insurance costs (including without limitation, any recording fees) and premiums, any title endorsements required by Purchaser, and survey expenses; (ii) the cost and premiums of those Properties located in Coloradoany lender's title insurance policies (including any such policies required by lenders under any Assumed Loans), any escrow fees, any fees or expenses of Purchaser's lender and any UCC and violation search fees; (iii) the costs of Purchaser negotiating, executing and complying with the Assumption Documents and Instruments, the Assumed Loan Indemnities and any other documents that Purchaser must enter into pursuant to Section 8 hereof; (iv) one-half of the escrow fee, if any, which may be charged by the Escrow Agent; and (v) costs and expenses of Purchaser's own due diligence activities including, without limitation engineering, environmental reports and lease and expense audits. The provisions of this Section 5(D) shall survive closing or any termination of this Agreement.

Closing Costs. With respect to each Property: (a) Purchaser Seller shall pay pay: (i) subject to Section 5.4(c), any assumption fees state and county transfer tax imposed in connection with the consummation of the transaction contemplated hereby (the State Transfer Tax), (ii) recording charges for documents to clear title, evidence Sellers authority or enable Seller to convey, (iii) the costs of a standard owners title policy, (iv) the costs of an ALTA As- Built Survey per ALTA/ACSM 1997 Minimum Standard Detail Requirements (v) its legal fees and expenses related to the negotiation and preparation of this Agreement and all documents required to close the transaction contemplated hereby, and (vi) 50% of the escrow fees of the Escrow Agent. (b) Buyer shall pay: (i) 50% of the escrow fees of the Escrow Agent, (ii) charges to record the deed, and evidence of Buyers existence or authority, (iii) Buyers legal fees and expenses related to the negotiation of this Agreement and all documents required to close the transaction contemplated hereby, (iv) all costs related to the Buyers inspection and due diligence, including, without limitation, the cost of appraisals, architectural, engineering, credit and environmental reports, (v) all costs associated with additional title insurance coverages or endorsements as well as the cost of a new lenders title policy or any required endorsements to the Lenders existing policy, (vi) all costs and expenses in connection with the assumption of the Assumed Loans; Existing Loan (iiincluding, but not limited to application fee, the assumption fee, title costs and legal costs), and (vii) any local transfer tax imposed by the Village of Mt. Prospect or mortgage or similar taxes on new financing obtained by Purchaser (including tax other than the Seller Loans); (iii) any State Transfer Tax and other taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Existing Loan Documents. (c) The parties All other closing costs shall pay the transfer, sales, use, gross receipts be paid by Seller or similar taxes charged Buyer in connection accordance with the transfer of each Property according to custom in the custom of jurisdiction where the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: (a) Purchaser 5.4.2.1 Seller shall pay be responsible for payment of the following Transactions costs: (i) subject to Section 5.4(c)fees of Seller’s attorneys, any assumption accountants and other consultants; (ii) fees in connection with its assumption the preparation of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including Title Commitments and the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxesSurveys, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing fees and expenses for the Escrow Agent. 5.4.2.2 Purchaser shall be responsible for payment of the following Transactions costs: (i) fees of Purchaser’s attorneys, accountants and other consultants and the fees, costs and expenses in connection with Purchaser’s due diligence, including any Third-Party Reports; (ii) all endorsements to any Title Policy requested by Purchaser and all additional title policies and/or endorsements requested by any lender; (iv) one-half of the fees and expenses for the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; and (v) any and all late feescosts, penalties expenses and fees incurred in connection with, or subject to all other applicable provisions relating to, the preparation of this Agreementany statements, any other sums due on reports or filings with or required by the Assumed Loans through the date immediately preceding the Closing Date Securities and Exchange Commission as a result of Purchaser (applies only to the Assumption Sellers and applicable only if such Property has not been converted to or its status as a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(apublic company). (c) 5.4.2.3 The parties following costs shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to be allocated between Purchaser and Seller based on the custom of the state or commonwealth applicable jurisdiction: (i) all state, city, county and municipal recording fees and all related charges and costs in which such Property is located. In light of the foregoingconnection therewith; (ii) premiums for each Title Policy; and (iii) real estate transfer taxes, the parties agree that (a) Seller shall pay any transferdeed taxes, salesstamp taxes, use, gross receipts intangibles taxes or similar taxes charged in connection imposed with respect to the transfer Transactions, and all sales taxes imposed upon the portion of those Properties located the Purchase Price allocated to transferred personal property included in the States Property; 5.4.2.4 Any other costs of Georgia, Ohio, South Carolina closing the Transactions not otherwise expressly allocated among Purchaser and Seller under this Agreement shall be apportioned in the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged manner customary in connection with the transfer of those Properties located in Coloradoapplicable county.

Closing Costs. With respect Seller and Purchaser each agrees to each Property:pay the following costs at Closing, in addition to any other amounts set forth in this Agreement. (a) Purchaser At or prior to the Closing, Seller shall pay pay: (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loansbasic premium for the Title Policy; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans)Seller's attorneys' fees; (iii) the cost of any taxes associated with tax certificates required under the assumption terms of the Assumed Loansthis Agreement; (iv) all costs incurred in connection with the preparation and recordation of any sales taxes, use taxes, or similar chargesreleases of existing liens against the Property; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary any escrow or closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser fee charged in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of connection with this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne paid by a seller of commercial similar real estate property in the state Travis County, Texas, except as mxx be otherwise provided in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)this Agreement. (cb) The parties At or prior to the Closing, Purchaser shall pay pay: (i) all charges for any endorsements to the transferTitle Policy, salesall charges to modify the area and boundary exception in the Title Policy, useand all inspection fees and other additional premiums or expenses of any kind or nature incurred in connection with the Title Policy; (ii) the full amount of all premiums for any mortgagee's title policy requested by Purchaser, gross receipts including charges for any survey endorsement or similar taxes tax deletion requested; (iii) all costs and expenses incurred in connection with the Purchaser Survey Work; (iv) Purchaser's attorneys' fees; (v) all expenses relating to Purchaser's financing (if any), including any and all costs, expenses and fees required by Purchaser's lender; (vi) all recording fees charged in connection with the transfer of each Property according any documents which are recorded pursuant to the custom terms of the state or commonwealth in which such Property is located. In light this Agreement, except for any releases of the foregoing, the parties agree that liens to be recorded by Seller; (avii) Seller shall pay one-half (1/2) of any transfer, sales, use, gross receipts or similar taxes escrow fee charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, this Agreement; and (bviii) Purchaser shall pay any transferother closing costs customarily paid by a purchaser of similar real property in Travis County, salesTexas, use, gross receipts or similar taxes charged except ax xxx otherwise be provided in connection with the transfer of those Properties located in Coloradothis Agreement.

Closing Costs. With respect to each PropertyThe Sagicor Parties shall be responsible at Closing for: (a1) Purchaser the payment of all expenses, stamp duty, transfer taxes, general consumption tax and any fines or penalties related thereto and all other sums incurred related to the transfer or vesting of the Assets to or in Sagicor Newco and for any stamp duty or transfer tax payable upon the transfer or issuance of the Sagicor Newco Shares to Playa or incurred related to the share exchanges contemplated pursuant to Section 2.01; provided that if any transfer tax is deemed to be the obligation of Playa and recoverable from Playa by the Sagicor Parties, the Exchange Consideration shall pay be deemed to be reduced by so much as is necessary to ensure that the net amount paid by Playa is no more than it would have paid had the obligation for transfer tax not been that of Playa; or (2) provided that, if Playa delivers the Asset Vesting Notice, (i) subject one hundred percent (100%) of any transfer tax applicable to Section 5.4(c), any assumption fees in connection with its assumption the conveyances and transfers of the Assumed LoansAssets to Playa contemplated by this Agreement and any fines or penalties related thereto shall be paid by the Sagicor Parties; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); and (iii) any taxes associated with fifty percent (50%) of stamp duties and registration fees applicable to the assumption conveyances and transfers of the Assumed Loans; Assets to Playa contemplated by this Agreement shall be paid by the Sagicor Parties and the other fifty percent (iv50%) any sales taxes, use taxes, or similar charges; of stamp duties and registration fees shall be paid by Playa. (v3) any premiums or fees Any GCT required to be paid shall be deemed to be included in the Exchange Consideration and shall be paid in respect of the vesting of the Business in Sagicor Newco shall be borne one hundred percent (100%) by Purchaser with respect the Sagicor Parties subject to the applicable Title Policy pursuant clause (g) below. Except as otherwise provided herein and subject to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) 10.01, all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller and expenses of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay be split equally between the transferparties, salesprovided, usehowever, gross receipts or similar taxes charged in connection with each party hereto shall be responsible for the transfer payment of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradoits respective attorneys’ fees.

Closing Costs. With respect Seller and Purchaser each agrees to each Property:pay the following costs at Closing, in addition to any other amounts set forth in this Agreement. (a) Purchaser shall pay At or prior to the Closing, Seller must pay: (i) subject to the basic premium for the owner policy of title insurance in the amount provided in Section 5.4(c), 4.01 above (the “Title Policy”) and all inspection fees and other additional premiums or expenses of any assumption fees kind or nature incurred in connection with its assumption the Title Policy other than the cost of the Assumed Loansendorsements thereto requested by Purchaser; (ii) all costs incurred in connection with the preparation and recordation of any mortgage or similar taxes on new financing obtained by Purchaser (including releases of existing liens against the Seller Loans)Property other than those securing the Xxxxxxx Loan; (iii) one-half (½) of all recording fees charged in connection with any taxes associated with other documents which are recorded pursuant to the assumption terms of the Assumed Loansthis Agreement; (iv) one half (1/2) of any sales taxes, use taxes, escrow or similar chargesclosing fee charged by the Title Company in connection with this Agreement; (v) one-half (½) of the Loan Assumption Fees (defined below); and (vi) any premiums or fees required to be other closing costs customarily paid by Purchaser with respect a seller of similar property in Xxxxxx County, Texas, except as may be otherwise provided in this Agreement. (b) At or prior to the applicable Closing, Purchaser must pay: (i) all charges for any endorsements to the Title Policy Policy; (ii) one-half (½) of the Loan Assumption Fees; (iii) all expenses incurred in connection with the Survey; (iv) all expenses relating to Purchaser’s Hotel Operating Agreement Assumption; (v) one-half (½) of all recording fees charged in connection with any documents which are recorded pursuant to Section 4.1the terms of this Agreement; (vi) one-half (1/2) of any escrow fee charged by the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser Title company in connection with this transactionAgreement; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vivii) any other closing costs or charges customarily borne paid by a seller {N4542684.1} 12 purchaser of commercial real estate similar property in the state Xxxxxx County, Texas, except as may otherwise be provided in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)this Agreement. (c) The parties shall pay Each Party will be responsible for the transfer, sales, use, gross receipts or similar taxes charged payment of its own attorneys’ fees. (d) All fees required to be paid in connection with filings required under the transfer of each Property according HSR Act (defined below) or other Antitrust Laws (defined below) in order to consummate the custom of transactions contemplated hereby shall be paid in full by Purchaser. All out-of-pocket expenses incurred by the state Purchaser or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with their respective obligations pursuant to Section 6.13 shall be borne by the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoParty incurring such expenses.

Closing Costs. With respect to each Property: (a) Purchaser Seller shall pay pay: (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Propertythe Property which Seller is obligated to discharge pursuant to this Agreement; (ii) the cost of preparation of the deed; (iii) one-any fees and expenses of Seller’s attorneys; (iv) any brokerage commissions payable to Seller’s Broker pursuant to Section 17 hereof; (v) any brokerage commissions payable to MSR Broker pursuant to Section 17 hereof; (vi) one half (1/2) of all state, county and municipal documentary and transfer taxes and related surtax related in any manner to the transactions contemplated hereby; and (vii) one half (1/2) of all customary escrow or closing fees charged by the Title Company. Purchaser shall pay: (vii) the costs of the Escrow AgentTitle Commitment and the premium for the Owner’s Policy and a mortgage policy, if applicable, and any endorsements to the foregoing; (ivviii) the fees costs of any counsel or consultant representing such Seller in this transactionthe Survey; (vix) (i) the recording fee for the special warranty deed; (x) the costs of Purchaser’s tests and inspections of the Property; (xi) one half (1/2) of all late feesstate, penalties or subject to all other applicable provisions of this Agreement, county and municipal documentary and transfer taxes and related surtax related in any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only manner to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)transactions contemplated hereby; (xii) one half (1/2) of all customary escrow or closing fees charged by the Title Company; and (vixiii) all fees and expenses of Purchaser’s attorneys. In the event that Purchaser assigns its contractual rights under this Agreement to a third party prior to Closing, any other closing costs and all state, county and municipal documentary or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged transfer tax assessed in connection with the transfer Purchaser’s assignment of each Property according the Agreement shall be borne solely by Purchaser. The foregoing allocations shall survive the Closing or earlier termination of this Agreement. Notwithstanding anything to the custom contrary set forth in this Section 3.c., and subject only to the provisions of Section 18 hereof, in the state or commonwealth in which such Property is located. In light of the foregoingevent that Closing does not occur pursuant to this Agreement, the parties agree that (a) Seller shall pay be entitled to reimbursement from Purchaser of any transfer, sales, use, gross receipts or similar taxes charged and all sums theretofore paid by Seller in connection with the transfer item (v) above; all of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiawhich sums shall be paid to Seller by Purchaser exclusive of, and (b) in addition to, any other applicable damages or recourse available to Seller pursuant to Section 18 hereof. In the event that Purchaser is entitled to a return of the Deposit pursuant to this Agreement notwithstanding the failure of the parties to proceed to Closing hereunder, Seller shall, prior to any such return of the Deposit to Purchaser and subject only to the terms set forth at Section 18 hereof, be entitled to payment of that portion of the Deposit equal to all amounts to be reimbursed to Seller in accordance with this Section 3.c. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall pay to Seller, at Closing and in addition to the Purchase Price, any transferadditional amounts incurred by Seller due to the increase in the Purchase Price as a result of Seller’s obligation to pay any brokerage commissions to MSR Broker, salesincluding without limitation any and all additional state, usecounty and municipal documentary and transfer taxes, gross receipts or similar taxes charged in connection with the transfer and any additional brokerage commissions, paid by Seller as a result of those Properties located in Coloradosuch increase.

Closing Costs. With respect to each Property: Purchaser shall pay: (a) Purchaser shall pay all title examination fees and premiums for the Title Policy and any endorsements thereto; (ib) subject to Section 5.4(c)the charges and costs of any Survey, any assumption fees environmental assessments, building assessments or other inspections which it may commission of the Property during the Due Diligence Period; (c) the charges for or in connection with its assumption the recording and/or filing of the Assumed Loansany instrument or document provided herein or contemplated by this Agreement or any agreement or document described or referred to herein; (iid) any mortgage or similar taxes on new financing obtained by Purchaser Purchaser’s legal, accounting and other professional fees; and (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vie) one-half (1/2) of the customary charges by the Title Company for escrow services for the Xxxxxxx Money Deposits and closing costs escrow fees. Seller shall pay: (a) Seller’s legal, accounting and other professional fees and expenses and the cost of all certificates, instruments, documents and papers required to be delivered, or to cause to be delivered, by Seller hereunder, including without limitation, the Escrow Agentcost of performance by Seller of its obligations hereunder; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each all recording costs on documents necessary for Seller shall pay to clear title (i) the base premium for the applicable Title Policy to the extent required by Section 4.1of it hereunder) other than the Permitted Exceptions; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iiic) one-half (1/2) of the customary charges by the Title Company for escrow services for the Xxxxxxx Money Deposits and closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late escrow fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vid) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar all transfer taxes charged payable in connection with the delivery for recording of any title transfer instrument or document by Seller provided in or contemplated by this Agreement or any agreement or commitment described or referred to herein;. Purchaser and Seller shall each be responsible for other costs in the usual and customary manner for this kind of each Property according to transaction in the custom of county where the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: (a) Purchaser shall pay (ior provide a credit to Seller at Closing for) subject to Section 5.4(c), any assumption all recording fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes and charges associated with the assumption recordation of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required deeds from the SUSP I PSA Sellers to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) Seller for each of the customary closing costs of Properties, other than the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser Transfer Taxes which are payable in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each accordance with Section 4.4. Seller shall pay all fees and commissions due to the Broker (as hereinafter defined) in accordance with Section 13.1. Purchaser shall provide a credit to Seller at Closing for (i) the base premium actual costs of all property zoning reports that were prepared on or after August 1, 2014 for each of the applicable Title Policy to the extent required by Section 4.1; Properties, (ii) all actual title insurance premiums, title endorsements, title examination fees and survey costs incurred by Seller or SUSP I PSA Sellers in connection with the cost SUSP I PSA, that Seller is obligated to, and actually does, reimburse SUSP I PSA Sellers for under the SUSP I PSA, for each of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; the Properties, (iii) one-half (1/2) $61,166.67 for the property condition reports and the Phase I environmental reports in respect of the customary closing costs Properties that were prepared on or after August 1, 2014 and delivered to Purchaser prior to the date of this Agreement (the Escrow Agent; “Environmental Reports” and together with the Title Commitments, the property condition reports, the property zoning reports and the Surveys, collectively the “Reports”), and (iv) the lesser of (a) 50% of Seller's actual legal fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom negotiation and execution of the state or commonwealth in which such Property is located. In light SUSP I PSA, as well as the consummation of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts transactions contemplated thereby or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser $160,000.00. Except as otherwise explicitly set out in this Agreement, all other costs, fees, expenses and charges of any kind incident to the sale and conveyance of the Membership Interests from Seller to Purchaser, including attorneys’ fees and consultants’ fees, shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with be borne by the transfer of those Properties located in Coloradoparty incurring the same.

Closing Costs. With respect to each Property: Buyer shall pay the following costs and expenses associated with the following: (a) Purchaser shall pay all costs of Buyer’s Due Diligence, including fees due its consultants and attorneys, (ib) subject all lenders’ fees related to Section 5.4(c)any financing to be obtained by Buyer, any assumption fees (c) all recording and filing charges in connection with its assumption the instruments by which Seller conveys the Property, (d) the commission due Buyer’s Broker, (e) one half of all escrow or closing charges, (f) all premiums and charges of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser Title Company for the Title Commitment and the Owner’s Title Policy (including endorsements), and (g) the cost of the Survey (including any Survey costs incurred by Seller Loansin anticipation of the sale of the Property); (iii) any taxes . Seller shall pay the following costs and expenses associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay Transaction: (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; commission due Seller’s Broker, (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; all fees due its attorneys, (iii) one-half (1/2) of all costs incurred in connection with causing the customary closing costs of the Escrow Agent; Title Company to Remove any Required Removal Exceptions, (iv) the fees one half of any counsel all escrow or consultant representing such Seller in this transaction; closing charges, (v) all late feestransfer taxes, penalties or subject to all other sales taxes, documentary stamp taxes and similar charges, if any, applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such transfer of the Property has to Buyer (but not been converted with respect to a Payoff Propertyany financing to be obtained by Buyer); , and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in brokerage commissions established on or before the state in which date of this Agreement but due and payable post-Closing with respect to the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection Required Lease with the transfer of each Property according to Required Tenant (the custom “Established Brokerage Commissions”). The obligations of the state parties under this Section 6.5 shall survive the Closing (and not be merged therein) or commonwealth in which such Property is locatedany earlier termination of this Agreement. In light addition, Seller agrees to hold harmless and indemnify Buyer from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) suffered or incurred by Buyer as a result of the foregoing, the parties agree that (a) any claims for Established Brokerage Commissions by any party claiming to have represented Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoRequired Tenant.

Closing Costs. With respect to each Property: Seller shall pay the following expenses: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees the title insurance premium for the Title Policy at a rate not in connection with its assumption excess of the Assumed Loansstandard issue rates; (iib) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans)costs to obtain the Updated Survey; (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vic) one-half (1/2) of the customary all closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transactionescrow fees, including "New York Style" closing fees; and (viiid) any Special Purpose Entity Fees. (b) Each Seller Seller's legal fees incurred in connection with this Agreement. Purchaser shall pay the following expenses: (ia) the base premium for costs of all so-called "extended coverage" in connection with, or endorsements to, the applicable Title Policy to the extent required by Section 4.1; (ii) Policy, together with the cost of recording any instruments required to discharge any liens or encumbrances against other title insurance coverage (such Seller’s Propertyas lender's insurance policies); (iiib) one-half of all closing escrow fees, including "New York Style" closing fees; (1/2c) all costs and expenses associated with Purchaser's financing, if any; and (d) Purchaser's legal fees and expenses. Also, as provided elsewhere in this Agreement, Owner shall retain the Hawthorn Swap. The parties do not believe that any conveyance fee, documentary, stamp or transfer tax (a "TRANSFER TAX") is owing on account of Purchaser's acquisition of the customary closing costs Partnership Interest or the distribution of each of the Escrow Agententire Seller 1 GP Interest and the entire Seller 1 LP Interest from Prior Owner to, or at the direction of, Seller 1; (ivhowever, if it is ever determined or alleged by a governmental agency that a Transfer Tax is owing on account of such acquisition of Partnership Interest or distribution of each of the entire Seller 1 GP Interest and the entire Seller 1 LP Interest from Prior Owner to, or at the direction of, Seller 1, the same shall be the responsibility of Purchaser and not Seller, and Purchaser shall indemnify, defend and hold Purchaser Indemnified Parties harmless therefrom. Seller shall act reasonably in cooperating in the defense of such claim. The provisions of this Section 9 shall survive Closing or any termination of this Agreement. 100 [Intentionally Omitted] 110 NEW YORK STYLE CLOSING. It is contemplated that the transaction shall be closed by means of a so-called New York Style closing, with the concurrent delivery of the documents of title, transfer of interest, delivery of the title policy or marked-up title commitment described in Section 4.3(d) and the fees payment of the Cash Balance. Seller and Purchaser shall each provide any counsel undertaking to the Title Company necessary to accommodate the New York Style Closing. In no event shall Purchaser be required to accept any "gap" risk. In no event shall Purchaser or consultant representing such Seller in this transaction; (v) all late fees, penalties Owner be required to furnish any affidavits or subject other indemnities to all other applicable provisions the Title Company 120 ATTORNEYS' FEES AND COSTS. In the event any suit or action is instituted to interpret or enforce the terms of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer any arbitration or mediation of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoingany dispute, the parties agree that prevailing party shall be entitled to recover from the other party such sum as the court, arbitrator or mediator may adjudge reasonable as such party's costs and attorney's fees, including such costs and fees as are incurred in any trial, on any appeal, in any bankruptcy proceeding (aincluding the adjudication of issues peculiar to bankruptcy law) Seller and in any petition for review. Each party shall pay also have the right to recover its reasonable costs and attorneys' fees incurred in collecting any transfersum or debt owed to it by the other party, saleswith or without litigation, use, gross receipts if such sum or similar taxes charged in connection with debt is not paid within fifteen (15) days following written demand therefor. The provisions of this Section 12 shall survive the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoClosing.

Closing Costs. With respect to each Property(a) Borrower shall pay: (a) Purchaser shall pay (i) subject to Section 5.4(c)any and all state, any assumption fees municipal or other documentary or transfer taxes payable in connection with its assumption the delivery of any instrument or document provided in or contemplated by this Agreement, any agreement or commitment described or referred to herein or the Assumed Loans; transactions contemplated herein; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including all escrow fees and title charges relating to the Seller Loans); transactions contemplated hereunder; (iii) any taxes associated the charges for or in connection with the assumption recording andlor filing of the Assumed Loans; any instrument or document provided herein or contemplated by this Agreement or any agreement or document described or referred to herein; (iv) any sales taxes, use taxes, and all broker's fees or similar charges; fees claimed by any party employed by Borrower in connection with the transactions contemplated herein; (v) Borrower's legal, accounting and other professional fees and expenses and the cost of all opinions, certificates, instruments, documents and papers required to be delivered, or to cause to be delivered, by Borrower hereunder, including, without limitation, the cost of all performances by Borrower of its obligations hereunder; and (vi) that portion of Lender's legal fees and expenses and the costs of any premiums or fees site inspections, environmental audits and surveys which are not required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Lender under Section 4.1; (vi4.1(b)(ii) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Feesbelow. (b) Each Seller Lender shall pay pay: (i) any and all broker's fees or similar fees claimed by any party employed by Lender in connection with the base premium for transactions hereunder, provided, however, Lender shall not be deemed to have employed any party by merely receiving information concerning Borrower, the applicable Title Policy Facilities or related to the extent required transactions contemplated hereunder or by Section 4.1; executing any agreement to hold such information confidential; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; first Seventy-Five Thousand Dollars (iii) one-half (1/2$75,000) of Lender's legal fees and expenses and the customary closing costs of the Escrow Agent; (iv) the fees any site inspections, environmental audits and surveys performed by or on behalf of any counsel or consultant representing Lender, including travel and out-of-pocket expenses for such Seller in this transaction; (v) all late feesinspections, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers audits and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)surveys. (c) The parties Facilities are presently encumbered by certain mortgages and certain other security instruments (individually and collectively, the "Existing Encumbrances"). Borrower shall pay cause the transferExisting Encumbrances and all indebtedness secured thereby to be fully satisfied, sales, use, gross receipts released and discharged of record on or similar taxes charged in connection with the transfer of each Property according prior to the custom Loan Closing Date (recognizing that Borrower may use the proceeds of the state loan contemplated hereby to satisfy the same). Borrower acknowledges that such satisfaction, release and discharge may involve prepayment penalties or commonwealth in premiums and other costs or expenses, all of which such Property is located. In light of shall be paid by Borrower at its sole cost and expense on or before the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoLoan Closing Date.

Closing Costs. With respect to each Property: (a) Purchaser Each party shall pay (i) subject to Section 5.4(c), any assumption fees its own costs and expenses arising in connection with the Closing (including, without limitation, its assumption own attorneys’ and advisors’ fees, charges and disbursements), except the following costs (the “Closing Costs”), which shall be allocated between the parties as follows: 6.5.1 all documentary transfer, stamp, sales and other taxes related to the transfer of the Assumed Loans; Properties (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loanscollectively “Transfer Taxes”); (iii) any taxes associated , shall be paid in accordance with the assumption provisions of the Assumed Loans; (iv) any sales taxesExhibit B-1 attached hereto; 6.5.2 Escrow Agent’s escrow fees and costs, use taxes, or similar charges; (v) any premiums or fees required to which shall be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees.Buyer; (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) 6.5.3 the cost of recording any instruments required to discharge any liens changes, recertifications, or encumbrances against such Seller’s Property; (iii) one-half (1/2) additional copies of the customary closing costs of Surveys, requested by Buyer after the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions date of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to shall be paid by Purchaser in Section 6.5.10(a).Buyer; (c) The parties shall pay 6.5.4 the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom cost of the state or commonwealth in Owner’s Title Policies, which such Property is located. In light of the foregoingshall be paid by Buyer; 6.5.5 all recording fees shall be paid by Buyer, the parties agree that (a) except Seller shall pay any transferrecording fees for the satisfaction of any existing mortgages, salesor existing monetary liens and monetary judgments that are required to be discharged by Seller at Closing hereunder. Two (2) Business Days prior to the Closing, useEscrow Agent shall deliver to each of the parties for their review and approval one or more preliminary closing statements (collectively, gross receipts or similar taxes charged in connection with the transfer “Preliminary Closing Statement”) setting forth (a) the proration amounts allocable to each of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiaparties pursuant to this Section 6.5, and (b) Purchaser the Closing Costs allocable to each of the parties pursuant to this Section 6.5 hereof. Based on each of the party’s comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall pay any transferrevise the Preliminary Closing Statement and deliver one or more final, salessigned versions of closing statements to each of the parties at the Closing (collectively, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado“Closing Statement”).

Closing Costs. With respect to each Property: (a) Purchaser Buyer shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (via) one-half (1/2) of all city transfer taxes payable in connection with the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. transfer contemplated herein, (b) Each the title insurance premium for the Owner's Policy and the cost of any extended coverage (i.e., survey deletion) and all endorsements requested by Buyer, as well as the costs of any lender title policy and endorsements in connection with any financing obtained by Buyer; (c) all escrow and closing fees; (d) the recording and/or filing fees for the recording and/or filing of the Deed; (e) all recording fees in connection with and any financing obtained by Buyer; (f) all costs of updating the Survey, and (g) all fees, costs or expenses in connection with Buyer's reviews, examinations and inspections hereunder. Seller shall pay (ia) all state and county transfer taxes and personal property taxes, if any, payable in connection with the base premium for the applicable Title Policy to the extent required by Section 4.1; transfer contemplated herein, (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iiib) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar city transfer taxes charged payable in connection with the transfer contemplated herein, and (c) recording fees for the release of any of Seller's existing monetary liens. Any other tax or fee imposed by local ordinance not covered by the foregoing shall be paid by the party designated in such ordinances as being responsible for such payment or in the absence of such designation, in accordance with local custom and practice. Seller and Buyer shall each Property according pay their respective (i) legal fees and expenses (subject to Section 11F of this Agreement), (ii) share of prorations (as provided below), and (iii) the custom cost of the state or commonwealth in which such Property is locatedall of its performances under this Agreement. In light of the foregoing, the parties agree that (a) no event shall Seller shall pay have any transfer, sales, use, gross receipts or similar liability for any transfer taxes charged payable in connection with the any transfer of those Properties located in title to the States of GeorgiaReal Property caused by Buyer subsequent to the Closing hereunder such as, Ohiofor example, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts a drop down conveyance to a subsidiary or similar taxes charged in connection with the transfer of those Properties located in Colorado.affiliate entity. D.

Closing Costs. With respect to each Property: (a) Purchaser 4.5.1 Sellers shall pay pay: (i) subject to Section 5.4(c), the fees of any assumption fees counsel representing it in connection with its assumption of the Assumed Loansthis transaction; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of any escrow fee which may be charged by the customary closing costs Escrow Agent or Title Company; (iii) the fees for recording the deeds conveying the Properties to Purchaser (exclusive of transfer taxes); (iv) that portion of the Escrow Agentcost of the Title Commitments and premiums for the Title Insurance Policies apportioned to Seller as set forth in the Property Exhibits; (viiv) any deed or transfer tax apportioned to Seller as set forth in the Property Exhibits; and (vi) with respect to the Respective Property located in Kentucky, any and all sales taxes due, if any, with respect to the transfer of the Personal Property pursuant to this Agreement. 4.5.2 Purchaser shall pay: (i) the fees of any counsel or consultant representing Purchaser in connection with this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the actual out-of-pocket cost incurred by Sellers for the Surveys (subject to the Survey Cap Amount), as well as any costs of recording any instruments required updates or modifications to discharge any liens or encumbrances against such Seller’s Propertythe Surveys; (iii) all costs of Purchaser’s due diligence and any costs related to any mortgage financing to be obtained by Purchaser (including mortgagee’s title insurance policies); (iv) one-half (1/2) of the customary closing costs of any escrow fees charged by the Escrow Agent; (iv) the fees of any counsel Agent or consultant representing such Seller in this transactionTitle Company; (v) all late fees, penalties or subject that portion of the cost of the Title Commitments and premiums for the Title Insurance Policies apportioned to all other applicable provisions of this Agreement, any other sums due on Seller as set forth in the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)Exhibits; and (vi) any other closing costs deed or charges customarily borne by a seller of commercial real estate transfer tax apportioned to Seller as set forth in the state in which Property Exhibits. 4.5.3 All other costs and expenses incident to this transaction and the applicable Property is located which are not expressly provided to closing thereof shall be paid by Purchaser in Section 6.5.10(a)the party incurring same. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: (a) Purchaser 5.2.1 Seller shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required cause to be paid by Purchaser with respect (1) 100% of the premium for the standard (non-ALTA) portion of the Owner’s Policy to the applicable Title Policy pursuant to Section 4.1be issued; (vi2) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transactionall escrow charges; and (viii3) any Special Purpose Entity Fees. (b) Each Seller 100% of the state, county and local excise taxes, documentary transfer taxes, deed stamps and similar costs, fees and expenses payable in connection with the recordation of the Deed. Buyer shall pay (ia) 100% of the base premium for the applicable Title ALTA portion of Owner’s Policy to the extent required by Section 4.1be issued, including any and all endorsements thereto; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iiib) one-half (1/2) of all escrow charges; (c) Buyer’s cost to obtain a new survey or to update the customary Survey; (d) the costs to record the Deed and (e) all fees, costs, and expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Buyer shall credit to Seller at Closing, the cost of (i) the zoning report and the Phase I environmental report provided to Buyer as part of the Due Diligence Materials and (ii) the Survey. Any other closing costs shall be allocated in accordance with local custom. Seller and Buyer shall pay their respective shares of the Escrow Agent; (iv) prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of any counsel or consultant representing such its own attorneys, accountants, and other professionals. 5.2.2 Buyer and Seller in this transaction; (v) hereby agree that all late fees, penalties or subject of the Purchase Price shall be allocated to all other applicable the Land and that no portion of the Purchase Price shall be allocated to the Personal Property. The provisions of this Agreement, any other sums due on Section 5.2.2 shall survive the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Closing. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: Seller shall pay the following expenses: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees the title insurance premium for the Title Policy at a rate not in connection with its assumption excess of the Assumed Loansstandard issue rates; (iib) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans)costs to obtain the Updated Survey; (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vic) one-half (1/2) of the customary all closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transactionescrow fees, including "New York Style" closing fees; and (viiid) any Special Purpose Entity Fees. (b) Each Seller Seller's legal fees incurred in connection with this Agreement. Purchaser shall pay the following expenses: (ia) the base premium for costs of all so-called "extended coverage" in connection with, or endorsements to, the applicable Title Policy to the extent required by Section 4.1; (ii) Policy, together with the cost of recording any instruments required to discharge any liens or encumbrances against other title insurance coverage (such Seller’s Propertyas lender's insurance policies); (iiib) one-half of all closing escrow fees, including "New York Style" closing fees; (1/2c) all costs and expenses associated with Purchaser's financing, if any; (d) Purchaser's legal fees and expenses; and (e) the Loan Payoff Fees. The parties do not believe that any conveyance fee, documentary, stamp or transfer tax (a "TRANSFER TAX") is owing on account of Purchaser's acquisition of the customary closing costs Membership Interest or the contribution of the Escrow AgentProperty to Owner; (ivhowever, if it is ever determined or alleged by a governmental agency that a Transfer Tax is owing on account of such acquisition of Membership Interest or such contribution of Property, the same shall be the responsibility of Purchaser and not Seller, and Purchaser shall indemnify, defend and hold Purchaser Indemnified Parties harmless therefrom. Seller shall act reasonably in cooperating in the defense of such claim. The provisions of this Section 9 shall survive Closing or any termination of this Agreement. 100 [Intentionally Omitted] 110 NEW YORK STYLE CLOSING. It is contemplated that the transaction shall be closed by means of a so-called New York Style closing, with the concurrent delivery of the documents of title, transfer of interest, delivery of the title policy or marked-up title commitment described in Section 4.3(d) and the fees payment of the Cash Balance. Seller and Purchaser shall each provide any counsel undertaking to the Title Company necessary to accommodate the New York Style Closing. In no event shall Purchaser be required to accept any "gap" risk. In no event shall Purchaser or consultant representing such Seller in this transaction; (v) all late fees, penalties Owner be required to furnish any affidavits or subject other indemnities to all other applicable provisions the Title Company 120 ATTORNEYS' FEES AND COSTS. In the event any suit or action is instituted to interpret or enforce the terms of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer any arbitration or mediation of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoingany dispute, the parties agree that prevailing party shall be entitled to recover from the other party such sum as the court, arbitrator or mediator may adjudge reasonable as such party's costs and attorney's fees, including such costs and fees as are incurred in any trial, on any appeal, in any bankruptcy proceeding (aincluding the adjudication of issues peculiar to bankruptcy law) Seller and in any petition for review. Each party shall pay also have the right to recover its reasonable costs and attorneys' fees incurred in collecting any transfersum or debt owed to it by the other party, saleswith or without litigation, use, gross receipts if such sum or similar taxes charged in connection with debt is not paid within fifteen (15) days following written demand therefor. The provisions of this Section 12 shall survive the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoClosing.

Closing Costs. With respect to each Property: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium cost of recording the Deeds and any corrective title instruments; (ii) the costs of the Assumption Consultant; and (iii) one-half the cost of the escrow fees charged by Escrow Holder, if any. (b) Buyer shall pay (i) the costs of obtaining any extended coverage for the applicable Title Policy to Policies, the extent required additional cost of the premiums for any additional or different title insurance coverage requested by Section 4.1Buyer, including the deletion of exceptions (unless in connection with a Mandatory Cure Item (in which Seller shall be responsible for such cost)), and the issuance of any requested title endorsements (unless in connection with a Mandatory Cure Item (in which Seller shall be responsible for such cost)); (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Propertythe Surveys; (iii) one-half (1/2) of the customary closing costs of the Escrow AgentDefeasance/Prepayment Costs; (iv) the fees of any counsel or consultant representing such Seller in this transactionAssumption Costs; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)mortgage taxes; and (vi) any other closing costs or charges customarily borne one-half the cost of the escrow fees charged by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Escrow Holder, if any. (c) The parties shall pay Any state, county or local transfer or documentary stamp taxes in connection with the transfersale (other than mortgage taxes in connection with Buyer’s financing (if any) (“Transfer Taxes”), sales, use, gross receipts or similar taxes any search and examination fees charged in connection with the transfer of each Property according to the custom preparation of the state or commonwealth Title Commitments (“Search and Exam Fees”) and the premiums for the Title Policies (“Owner’s Policy Premium”) shall be allocated in which such Property is located. In light of the foregoing, the parties agree that accordance with Schedule 4.9(c) attached hereto. (ad) Seller and Buyer shall pay any transfer, sales, use, gross receipts or similar taxes charged each be responsible for its own attorneys’ costs and fees incurred in connection with the transfer preparation and negotiation of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and this Agreement. (be) Purchaser shall pay any transfer, sales, use, gross receipts Any other expenses or similar taxes charged closing costs in connection with the transfer of those Properties located this transaction shall be allocated in Coloradoaccordance with local real estate closing customs with respect to each Individual Property.

Closing Costs. With respect to each Property: (a) Purchaser All Third-Party Costs (hereinafter defined) shall pay be borne one hundred percent (100%) by Purchaser. As used herein, the term "Third-Party Costs" shall include the following costs and expenses which are incurred by Sellers, Purchaser, CNL RP, Tenant, or their respective Affiliates: (i) subject to Section 5.4(c), any assumption fees Environmental Reports prepared in connection with its assumption the purchase and sale of the Assumed LoansProperties; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans)Surveys prepared pursuant to Section 2.4; (iii) any taxes associated with premiums for the assumption title insurance policies and endorsements to be provided at the Closing pursuant to the terms of the Assumed Loansthis Agreement; (iv) any sales taxes, use taxes, closing or similar chargesescrow charges or other expenses payable on the Closing Date to the Title Company conducting the Closing; (v) any premiums or fees required to be paid by Purchaser property appraisals prepared in connection with respect to the applicable Title Policy purchase and sale of the Properties pursuant to Section 4.1this Agreement; (vi) one-half (1/2) local counsel fees incurred in connection with the consummation of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of Permits pursuant to Section 4.8 or in connection with the consummating of the closing of the Financing (which fees shall be limited to those incurred in connection with usual and customary local counsel services in similar commercial real estate transactions); (vii) fees and expenses charged by any governmental entity relating to the transfer of Permits pursuant to Section 4.8 ; (viii) the third-party market assessment reports obtained by Purchaser; (ix) the third-party architectural and engineering inspection reports of the Properties obtained by the Purchaser; (x) the third-party audited Special Purpose Financing Statement for each Property according obtained by Purchaser, (xi) any other separate out-of-pocket costs and expenses incurred by Sellers or Purchaser or Tenant or their respective Affiliates in connection with the consummation of the Closing or incurred in connection with the consummation of the closing of the Financing (included those of a type referred to in the preceding clauses of this paragraph), including but not limited to the custom fees and expenses of outside counsel of Purchaser, the Orland Park Owner, Tenant and their respective Affiliates (and outside counsel of the state lender providing the Financing to the extent required by the loan documents executed by the Purchaser) in connection with the preparation and negotiation of this Agreement and all other documents and instruments in connection with the consummation of the Closing or commonwealth in which such Property is locatedconnection with the consummating of the Financing; and (xii) Transfer Taxes incurred on the Closing Date or in connection with the consummation of the Financing. In light of Notwithstanding the foregoing, MI shall be responsible for the parties agree fees and expenses of the outside counsel of Sellers, MI and their respective Affiliates in connection with the preparation and negotiation of this Agreement and all other documents and instruments in connection with the consummation of the Closing. Third-Party Costs may be advanced by either Sellers or CNL Retirement Properties, Inc. or their respective Affiliates or any Affiliate of Sellers prior to the Closing (but shall be reimbursed by Purchaser to the party incurring the same at the Closing. All amounts payable by Purchaser under this Section 9.2(a) shall be paid by the Applicable Property Transferees in the event that the Closing is consummated hereunder, which amounts (ai) shall be allocated to the Applicable Property Transferee if and to the extent that any amount specifically relates only to the Property acquired by such Applicable Property Transferee (as is the case, for example, with respect to title insurance and Transfer Taxes) or (ii) shall be allocated among all the Applicable Property Transferees in proportion to the allocation of the Purchase Price among the Applicable Property Transferees set forth in Schedule I if and to the extent that any amount does not specifically relate only to the Property acquired by an Applicable Property Transferee. To the extent that the Third-Party Costs are known and have or shall be paid on or prior to the Closing Date, within two Business Days prior to the Closing Date, Sellers shall provide Purchaser with written notice and a copy of the calculations of any amounts due to Sellers pursuant to this Section and Purchaser shall reimburse the applicable Seller on the Closing Date for such costs and expenses. No later than thirty (30) days after the sixth month anniversary of the Closing Date, Sellers shall pay provide Purchaser with written notice and a copy of the calculations of any amounts due to Sellers pursuant to this Section which were not paid by Purchaser on the Closing Date and Purchaser shall promptly reimburse the applicable Seller for such costs and expenses. (b) As used herein, the term "Transfer Taxes" shall mean any transfer, sales, use, gross receipts recordation or other similar taxes charged taxes, impositions, expenses or fees incurred in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina Closing and the Commonwealth consummation of Virginiathe Financing and/or the recordation or filing of any documents or instruments in connection therewith or the sale, transfer or conveyance of the Properties from Sellers to Purchaser or the lease of each Property and the Orland Park Property from Purchaser or the Orland Park Owner to Tenant. Transfer Taxes shall not include, and (b) Purchaser each Owner and the Orland Park Owner shall pay be solely responsible for any transfertaxes due in respect of its income, salesnet worth or capital, useif any, gross receipts and any privilege, sales and occupancy taxes, due or similar taxes charged owing to any governmental entity in connection with the operation of its Property or the Orland Park Property for any period of time prior to the Closing, and Purchaser, the Orland Park Owner or Tenant, as applicable, shall be solely responsible for all such taxes for any period from and after the Closing, and provided further that any income tax arising as a result of the sale and transfer of those Properties located in Coloradoany Property by Sellers to Purchaser shall be the sole responsibility of Sellers.

Closing Costs. With respect to each Property: (a) , Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption bear the cost of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base title searches and preparation of the Title Commitments prepared by the Title Company, and the premium for the applicable Title Policy and any and all endorsements to the extent required Title Policy requested by Section 4.1Purchaser or its lender; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s survey for each Property; (iii) one-half (1/2) of the customary closing costs of documentary transfer taxes and the Escrow Agentrecording fee for the Deeds; (iv) one-half (1/2) of all escrow and closing fees relating to the fees sale of any counsel or consultant representing such Seller in this transactionProperty; (v) all late fees, penalties escrow and closing fees relating to Purchaser’s financing; (vi) any mortgage taxes or subject recording fees for any mortgages securing Purchaser’s financing; and (vii) the fees and charges of third parties in connection with the Environmental Reports (which shall be credited to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only such Property’s Seller to the Assumption Sellers extent that such Seller has already paid such third parties). With respect to each Property, such Property’s Seller shall bear WRIT Industrial III the cost of (i) any commission due to Broker (as defined in Article X); (ii) one-half (1/2) of the documentary transfer taxes and applicable only if the recording fee for the Deeds; (iii) and one-half (1/2) of all escrow and closing fees relating to the sale of such Property has (but not been converted to a Payoff Propertyin connection with any financing by Purchaser, which shall be paid solely by Purchaser); and (viiv) any other closing the costs or charges customarily borne of the Title Commitments prepared by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties Seller’s Title Company. Each party shall pay its own attorneys’ fees pertaining to the transfer, sales, use, gross receipts or similar taxes charged in connection with sale of the transfer Properties. All other costs pertaining to the sale of each Property according to the custom of the state or commonwealth in which shall be allocated as is customary for real estate transactions where such Property is located. In light of the foregoing, the The parties agree that (a) Seller shall pay any transferto cooperate in all reasonable respects to minimize all such costs, salespremiums, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiataxes, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradofees.

Closing Costs. With respect to each Property: (a) , Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption bear the cost of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base title searches and preparation of the Title Commitments prepared by the Title Company, and the premium for the applicable Title Policy to the extent required Purchaser’s title policies and any and all endorsements requested by Section 4.1Purchaser or its lender; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Survey for each Property; (iii) one-half (1/2) of the customary documentary transfer taxes and the recording fees for the Deeds, subject to a maximum amount of $139,883 for such taxes and fees; (iv) one-half (1/2) of all escrow and closing costs fees relating to the sale of such Property; (v) all escrow and closing fees relating to Purchaser’s financing; (vi) any mortgage taxes or recording fees for any mortgages securing Purchaser’s financing; and (vii) one-half (1/2) of the Escrow Agentfees and charges of third parties in connection with the Surveys. With respect to each Property, such Property’s Seller shall bear the cost of (i) any commission due to Broker (as defined in Article X); (ii) the greater of (x) one-half (1/2) of the documentary transfer taxes and the recording fee for the Deeds and (y) the amount of such taxes and fees not required to be paid by Purchaser pursuant to preceding sentence of this Section 5.6; (iii) one-half (1/2) of all escrow and closing fees relating to the sale of such Property (but not in connection with any financing by Purchaser, which shall be paid solely by Purchaser); (iv) the fees costs of any counsel or consultant representing such Seller in this transaction; the Title Commitments prepared by the Title Company and (v) all late feesone-half (1/2) of the fees and charges of third parties in connection with the Surveys, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller the cost of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties Environmental Reports. Each party shall pay its own attorneys’ fees pertaining to the transfer, sales, use, gross receipts or similar taxes charged in connection with sale of the transfer Properties. All other costs pertaining to the sale of each Property according to the custom of the state or commonwealth in which shall be allocated as is customary for real estate transactions where such Property is located. In light of the foregoing, the The parties agree that (a) Seller shall pay any transferto cooperate in all reasonable respects to minimize all such costs, salespremiums, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiataxes, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradofees.

Closing Costs. With respect to each Property: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable obtaining a New Title Policy pursuant to as set forth in Section 4.1; , (viii) the cost of any New Survey if Purchaser so elects to obtain one, (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; , (iv) any prepayment fees or other fees and/or costs charged by the Existing Mortgage Lender (including, without limitation, the reasonable fees of its servicer or respective attorneys) in connection with a prepayment in full of the Existing Mortgage Financing at Closing in accordance with Section 5.4.13, (v) 62.1835% of any mortgage tax, title insurance fees and expenses for any loan title insurance policies or recording charges payable in connection with an assumption, permitted transfer of the equity interests in Property Owner, or prepayment in full of the Existing Mortgage Financing at Closing in accordance with Section 5.4.13, (vi) 62.1835% of any loan assumption fees, transfer fees, or other fees and/or costs charged by the Existing Mortgage Lender (including without limitation, the reasonable fees of its servicer or respective attorneys) in connection with an assumption, a permitted transfer of the equity interests in Property Owner with respect to the Existing Mortgage Financing at Closing in accordance with Section 5.4.13, and (vii) the fees and expenses of any counsel or consultant representing Purchaser in this transaction; Purchaser’s own attorneys, accountants, consultants and (viii) any Special Purpose Entity Fees. (b) Each advisors. Seller shall pay or cause to be paid (ia) the base premium for the applicable any premiums or fees required to be paid by Seller with respect to obtaining a New Title Policy to the extent required by as set forth in Section 4.1; , (iib) the cost of recording any instruments required to discharge any liens or encumbrances against such the iStar Member Interests or the Property by or through Seller’s Property; , (iiic) one-half (1/2) of the customary closing costs of the Escrow Agent; , (ivd) any transfer taxes with respect to the conveyance of the iStar Member Interests, (e) the fees and expenses of Seller’s own attorneys, consultants and advisors, (f) 37.8147% of any counsel mortgage tax, title insurance fees and expenses for any loan title insurance policies, recording charges or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged amounts payable in connection with the an assumption or permitted transfer of each the equity interests in the Property according Owner with respect to the custom Existing Mortgage Financing at Closing in accordance with Section 5.4.13, and (g) 37.8147% of any loan assumption fees, transfer fees, or other fees and/or costs (for the state or commonwealth in which such Property is located. In light avoidance of doubt, excluding any prepayment fees) charged by the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged Existing Mortgage Lender in connection with the an assumption, permitted transfer of those Properties located the equity interests in Property Owner with respect to the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged Existing Mortgage Financing at Closing in connection accordance with the transfer of those Properties located in ColoradoSection 5.4.13. 5.4.9 [Omitted].

Closing Costs. With respect to each Property: (a) Purchaser 4.5.1 Seller shall pay (i) subject to Section 5.4(c), the fees of any assumption fees counsel representing Seller in connection with its assumption of this transaction. Seller shall also pay the Assumed Loans; following costs and expenses: (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vii) one-half (1/2) of the customary closing costs escrow fee, if any, which may be charged by the Escrow Agent or Title Company; (ii) any and all State, County and local real estate transfer, stamp or documentary taxes which become payable by reason of the Escrow Agenttransfer of the Property and are payable by Seller under the applicable statute or ordinance or under local custom; (viiiii) all costs associated with the Title Commitment and the cost of the premium for Owner’s Policy including extended coverage over the general exceptions (excepting any unfiled mechanics liens arising out (a) work performed by tenants under the Leases or (b) work performed by Seller for which Purchaser receives a credit at Closing) and the cost of any endorsements which Seller has elected to use to cure any title or survey matters to which Purchaser objected under this Agreement) and excluding the cost of any other endorsements; (iv) the cost of the Survey; and (v) all costs and expenses incurred in connection with the transfer of any transferable permits, warranties, licenses or non-cash security deposits in connection with the ownership or operation of the Property. 4.5.2 Purchaser shall pay the fees of any counsel or consultant representing Purchaser in connection with this transaction; . Purchaser shall also pay the following costs and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay expenses: (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of escrow fee, if any, which may be charged by the Escrow AgentAgent or Title Company; (ii) the premium for all endorsements to the Owner’s Policy (except those the cost of which Seller is responsible under Section 4.5.1); (iii) any and all State, County and local real estate transfer, stamp or documentary taxes which are payable by Purchaser under the applicable statute or ordinance or under local custom; and (iv) all costs and expenses associated with Purchaser’s financing; 4.5.3 All costs and expenses incident to this transaction and the fees of any counsel or consultant representing such Seller in this transaction; (v) all late feesclosing thereof, penalties or subject to all other applicable provisions of this Agreementand not specifically described above, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to shall be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the party typically responsible for such costs under local custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoChicago metropolitan area.

Closing Costs. With respect to each PropertyAt Closing, Seller and Purchaser shall respectively pay the following costs and expenses: (a) Purchaser 7.4.1 Seller shall pay (i) subject to Section 5.4(c), any assumption the fees in connection with its assumption and expenses of the Assumed LoansSeller’s attorneys; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of any transfer tax or excise tax or other costs, fees or documentary tax stamps incurred in connection with the customary closing costs recording of the Escrow AgentDeed, if any; (viiiii) the cost to remove or discharge any Title Matter that Seller has agreed to remove pursuant to Section 5.7.1 or Section 5.7.2 or is obligated to remove pursuant to Section 5.7.2, including endorsements necessary to insure over Title Matters that Seller agrees to cure; (iv) brokerage fees of any counsel or consultant representing Purchaser in this transactionpayable to Seller’s broker pursuant to Section 10; and (viiiv) any Special Purpose Entity Feesother costs and expenses actually incurred by Seller. The terms of this Section 7.4.1 shall survive Closing or the termination of this Agreement. (b) Each Seller 7.4.2 Purchaser shall pay (i) the base premium all costs for the applicable Title Policy to the extent required by Section 4.1Policy; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of any transfer tax or excise tax or other costs, fees or documentary tax stamps incurred in connection with the customary closing costs recording of the Escrow AgentDeed, if any;; (iii) all escrow charges; (iv) all costs and expenses incurred in connection with Purchaser’s inspection of the fees Property, including the cost of any counsel or consultant representing such Seller in this transactionenvironmental assessments obtained by Purchaser; (v) all late fees, penalties the fees and expenses of Purchaser’s attorneys; (vi) the Updated Survey (if same is obtained by Purchaser); (vii) brokerage fees payable to Purchaser’s broker pursuant to Section 10; and (viii) any other costs and expenses actually incurred by Purchaser. The terms of this Section 7.4.2 shall survive Closing or subject to all other applicable provisions the termination of this Agreement, any . 7.4.3 All other sums due on the Assumed Loans through the date immediately preceding costs and charges of the Closing Date (applies only to and consummation of the Assumption Sellers purchase and applicable only if sale transaction contemplated in this Agreement shall be charged and payable by the party that is customarily charged in such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate transactions in the state in which Greenville, South Carolina area. Notwithstanding the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties foregoing, each party shall pay the transfer, sales, use, gross receipts or similar taxes charged its own attorneys’ fees and fees of any accountants and/or advisors incurred in connection with the transfer of each Property according to the custom of the state or commonwealth transaction contemplated in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradothis Agreement.

Closing Costs. With respect to each Property(a) Sellers shall pay the following costs and expenses at Closing: (a1) Purchaser shall pay (i) subject Sellers' prorated share of real estate and tangible personal property taxes, rents or assessments as set forth in this Agreement and any general real estate and personal property taxes for all years prior to Section 5.4(c), any assumption fees in connection with its assumption the year of the Assumed Loans; Closing; (ii2) any mortgage or similar taxes on new financing obtained by Purchaser (including The cost of issuing the Seller Loans); (iii) any taxes associated Title Insurance Commitments and the premium for issuance of the Title Policies together with the assumption cost of reasonable and customary endorsements to the Title Policies not relating to Buyer's financing, if any; (3) Sellers' own legal expenses; (4) One-half of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid closing fee and/or settlement fee charged by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (5) All costs of satisfying in full any existing debt secured by the Property and removing any encumbrances in the form of monetary liens from the Title Policies; and (vii6) the fees of any counsel or consultant representing Purchaser in Any and all other costs and expenses expressly allocated to Sellers under this transaction; and (viii) any Special Purpose Entity FeesAgreement. (b) Each Seller Buyer shall pay the following costs and expenses at Closing: (i1) Costs of transferring or canceling any Operating Agreements; (2) Costs of recording the base premium Deeds and any other transfer documents requiring recordation; (3) All premiums and costs for issuing any endorsements or additional coverage to the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser Sellers or contemplated hereinabove, any title insurance premium or cost (including endorsements and additional coverage with respect thereto) related to Buyer's financing, and any additional premiums and costs for coinsurance requested by Buyer; (4) Costs of supplying tax certificates to the Title Company; (5) Any sales taxes, transfer taxes or stamp taxes pertaining to the transfer of the Property from Sellers to Buyer; (6) Any indebtedness or mortgage related taxes and recording or other fees relating to any mortgage, deed of trust or other security instrument executed by Buyer; (7) All fees, costs and expenses incurred with respect to any purchase money financing incurred by Buyer; (8) Buyer's prorated share of all real estate and tangible personal property taxes, rents, or assessments as set forth in Section 6.5.10(a)this Agreement; (9) Buyer's own legal expenses; (10) One-half of the cost of closing or settlement fee charged by the Escrow Agent. (c11) The parties shall pay cost of preparing the transfer, sales, use, gross receipts Surveys; and (12) Any termination charges related termination of any Operating Agreements. (13) Any UCC searches. (14) Any costs or similar taxes charged expenses incurred by Buyer in connection with its inspections and due diligence preformed on the transfer of each Property according Property. (15) Any and all other costs and expenses expressly allocated to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoBuyer under this Agreement.

Closing Costs. With At each Closing, with respect to each Property: the Sites that are the subject of such Closing, Seller will pay (a) Purchaser the costs of releasing all liens and other encumbrances that are required by this Agreement to be released by Seller and of recording such releases; (b) one-half of the fees and costs due Escrow Agent for its sale escrow services under this Agreement; (c) to the extent Seller is responsible for such costs for Sites located in the respective state pursuant to Schedule 5.6 attached to this Agreement, any state, county and local documentary, franchise or transfer taxes assessed on the conveyance by Seller to Buyer of the respective Site based the amount of the Allocated Purchase Price for such Site; (d) all Loan Prepayment Costs applicable to any Loans being prepaid as part of the subject Closing, as provided in Section 1.9 above; (e) its own legal fees and fees for advisory services in connection herewith; (f) the cost of affirmative insurance as required by this Agreement to be paid by Seller; (g) the cost of recording the Deeds and any other Closing Documents to the extent such costs are customarily paid by sellers in the applicable jurisdiction in which such Site is located and (h) all other costs this Agreement expressly requires Seller to pay. If, pursuant to Section 1.2, Seller elects to receive any OP Units or AFIN Common Stock as part of the Purchase Price, then Seller shall also pay or cause to be paid, and shall indemnify and hold harmless Buyer and its affiliates from and against, any additional Taxes incurred with respect to any sale, exchange or other disposition of such OP Units or AFIN Common Stock or of any units of partnership interest in AFIN Buyer into which the OP Units are converted or any AFIN Common Stock for which any such OP Units are exchanged. At each Closing, with respect to the Sites that are the subject of such Closing, Buyer will pay (i) subject to Section 5.4(call title insurance costs and charges, including any costs for standard coverage, extended coverage, title endorsements, lender policies or other coverage requested by Buyer (except as set forth in clause (f) above), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens new or encumbrances against such Seller’s Propertyupdated Survey obtained by Buyer; (iii) one-half (1/2) the cost of recording the customary closing Deeds and any other Closing Documents to the extent such costs of are customarily paid by buyers in the Escrow Agentapplicable jurisdiction in which such Site is located; (iv) one-half of the fees of any counsel or consultant representing such Seller in and costs due Escrow Agent for its sale escrow services under this transactionAgreement; (v) all late feesany state, penalties county or local documentary, franchise or transfer taxes other than the amounts payable by Seller pursuant to Section 5.6(c) above; (vi) any then-unpaid Loan Assumption Costs applicable to any Loans being assumed as a part of the Closing, as provided in Section 1.9 above (subject to all other Seller’s reimbursement obligation as set forth in Section 1.9(g)); (vii) any Loan Assumption Fees applicable provisions to any Loans being assumed as a part of this Agreementthe Closing, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date as provided in Section 1.9 above (applies only subject to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff PropertySeller’s reimbursement obligation as set forth in Section 1.9(g)); and (viviii) all other costs this Agreement expressly requires Buyer to pay. Except as otherwise expressly provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all of their own respective transaction costs and expenses, including without limitation all expenses of legal counsel, accountants, and other advisors and consultants incurred at any time in connection with pursuing or consummating the transactions contemplated by this Agreement. Any other closing costs or and charges customarily borne by a seller not specifically designated as the responsibility of commercial real estate either Party in the state in which the applicable Property is located which are not expressly provided to this Agreement will be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection Parties with the transfer of respect to each Property Site according to the custom usual and customary allocation/apportionment of such costs by Escrow Agent in the state or commonwealth jurisdiction in which such Property Site is located. In light Buyer and Seller agree that there is little or no Personal Property included within the Property and no portion of the foregoing, the parties agree that (a) Seller shall pay Purchase Price for any transfer, sales, use, gross receipts Site will be allocated or similar taxes charged in connection with the transfer attributable to Personal Property. Agreement of those Properties located in the States of Georgia, Ohio, South Carolina Purchase and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.SaleCMFT Portfolio 56

Closing Costs. With respect to each Property: Buyer shall pay the following costs and expenses associated with the Transaction: (a) Purchaser shall pay all premiums and charges of the Title Company for the Title Commitment and the Owner's Title Policy (i) subject to Section 5.4(cincluding any extended coverage and endorsements), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of the Survey, (c) all recording and filing charges in connection with the instruments by which Seller conveys the Property, (d) all escrow charges, (e) the commission due Buyer's Broker, (f) all costs of Buyer's Due Diligence, including fees due its consultants and attorneys, (g) all lenders' fees related to any instruments required financing to discharge be obtained by Buyer, and (h) all other costs and expenses which are customarily borne by a purchaser of commercial property in the Commonwealth of Massachusetts. Seller shall pay the following costs and expenses associated with the Transaction: (a) all deed excise stamp taxes, (b) all fees due its attorneys, (c) all costs incurred in connection with causing the Title Company to Remove any liens Required Removal Exceptions or encumbrances against to Remove any other Title Objections to the extent Seller specifically agreed in writing, at or prior to Closing, to cause Removal of such Seller’s Property; (iii) one-half (1/2) matter pursuant to Section 4.2.1 hereof, it being understood for purposes of this sentence that nothing in this Agreement or any prior understanding or agreement of the customary closing costs of the Escrow Agent; parties shall be construed to obligate Seller to so Remove or agree to Remove any such matter, and (iv) the fees of any counsel or consultant representing such Seller in this transaction; (vd) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers costs and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges expenses which are customarily borne by a seller of commercial real estate property in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, Massachusetts. The obligations of the parties under this Section 6.5 shall survive the Closing (and (bnot be merged therein) Purchaser shall pay or any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer earlier termination of those Properties located in Coloradothis Agreement.

Closing Costs. With respect to each Property: (a) Purchaser A. Sellers shall pay (i) subject to Section 5.4(c)twenty-five percent (25%) of (A) any documentary transfer tax, revenue tax or excise tax (and any assumption fees surtax thereon) due in connection with its assumption the transfer of the Assumed LoansProperties by Sellers to Buyer and (B) any intangible tax, documentary tax or other mortgage tax payable in connection with the recordation of the Purchase Money Mortgages; and (ii) any mortgage or similar taxes on new financing obtained by Purchaser fifty percent (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/250%) of the customary closing costs all escrow fees of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity FeesHolder. (b) Each Seller B. Buyer shall pay (i) the base premium fees for recording the applicable Title Policy to Deeds and the extent required by Section 4.1Purchase Money Mortgages; (ii) seventy-five percent (75%) of any (A) documentary transfer tax, revenue tax or excise tax (and any surtax thereon); and (B) any intangible tax, documentary tax or other mortgage tax payable in connection with the cost recordation of recording any instruments required to discharge any liens or encumbrances against such Seller’s Propertythe Purchase Money Mortgages; and (iii) one-half fifty percent (1/250%) of all escrow fees of the customary closing Escrow Holder. C. The cost of the Title Policies shall be allocated between Buyer and Sellers as described in Section 9(d). ------------ D. Any other costs of the Escrow Agent; (iv) or of closing pertaining to this transaction not otherwise expressly allocated among Buyer and Seller under this Agreement shall be attributed and allocated by Escrow Holder to the fees of any counsel Property or consultant representing Properties giving rise to such Seller other costs. These costs shall then be apportioned in this transaction; (v) all late fees, penalties the manner customary in the County or subject to all other applicable Counties in which such Property or Properties are situated. E. Notwithstanding the provisions of this AgreementSection 7, if the Escrow --------- fails to close for any reason (other sums due on than the Assumed Loans breach of this Agreement by one or more of the Parties), the costs incurred through the date immediately preceding Escrow, including the Closing Date costs incurred by Buyer for any preliminary title reports shall be borne fifty percent (applies only to the Assumption Sellers 50%) by Buyer and applicable only if such Property has not been converted to a Payoff Property); and fifty percent (vi50%) by Sellers. All other expenses incurred by any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged party in connection with the transfer transactions contemplated by this Agreement (including the costs of each Property according to surveys and environmental site assessments) shall be borne by the custom of the state or commonwealth in which party who incurred such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradoexpense.

Closing Costs. With respect to each Property: Purchaser shall pay, on the Closing Date, (a) Purchaser one-half of any escrow fees of the Escrow Agent, (b) the costs relating to the extended portion of the premiums for the ALTA Extended Owner's Policies of Title Insurance issued pursuant to the Title Commitments (collectively, the “Title Policy”) as set forth on Exhibit “P”, (c) all title insurance costs and premiums relating to endorsements or other modifications to the Title Policy issued pursuant to the Title Commitments and any mortgagee’s policies of title insurance, (d) the fees of Purchaser’s counsel, (e) all costs relating to the Survey, if any, (f) any recording or filing fees necessary to record the Deed (as hereinafter defined) (except with respect to the Tempe Land), (g) documentary stamp, recordation or transfer tax related to the conveyance of title to the Property as set forth on Exhibit “P”, and (h) any other expenses incurred by Purchaser, or its consultants or representatives in inspecting and evaluating the Property or closing this transaction. Seller shall pay pay, on the Closing Date, (i) subject any recording or filing fees necessary to Section 5.4(c)remove any (A) Unacceptable Encumbrances which Seller is obligated or agreed to remove under the terms of this Agreement and (B) any Required Clearance Exceptions, any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage documentary stamp, recordation or similar taxes transfer tax related to the conveyance of title to the Property as set forth on new financing obtained by Purchaser (including the Seller Loans); Exhibit “P”, (iii) any taxes associated with the assumption recording or filing fees necessary to record each of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser Deed and Affidavit of Property Value with respect to the applicable Title Policy pursuant to Section 4.1; Tempe Land, (viiv) one-half (1/2) of the customary closing costs any escrow fees of the Escrow Agent; , (viiv) all costs relating to the premiums for the Title Policy as set forth on Exhibit “S”, and (vi) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)counsel. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: (a) Purchaser Seller shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (viia) the fees of any counsel or consultant representing Purchaser Seller in connection with this transaction; and (viii) any Special Purpose Entity Fees. , (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2½) of any escrow fee which may be charged by Escrow Agent or Title Company, (c) one-half (½) of all realty transfer taxes, documentary stamp taxes and similar charges relating to the customary closing transfer of the Property, and all of the foregoing which are in excess of One Million Five Hundred Thousand Dollars ($1,500,000.00), (d) the costs of curing all title objections for which Seller is responsible under this Agreement (e) the Escrow Agent; costs of recording all mortgage cancellations, (ivf) the cost of the basic premium for the ALTA 1970B, or other form of Title Policy insuring title to the Land and Improvements in favor of Purchaser, but not the cost of any endorsements or enhancements to coverage and (g) the cost of the update to the Existing Survey. Purchaser shall pay (s) the fees of any counsel or consultant representing such Seller Purchaser in connection with this transaction; , (t) one-half (½) of any escrow fees charged by Escrow Agent or Title Company, (u) one-half (½) of any all realty transfer taxes, documentary stamp taxes and similar charges relating to the transfer of the Property, which one-half (½) shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) (v) the fees for recording the Deed, (w) the premium for any and all late feesendorsements or enhancements to coverage of the Title Policy obtained by Purchaser, penalties or subject to all other applicable provisions (x) the costs of any financing obtained by Purchaser, and (y) the cost of Purchaser’s inspections of the Real Property and the fees and expenses of Purchaser’s Agents. Notwithstanding anything in this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only Agreement to the Assumption Sellers contrary, Seller and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties hereby agree that (ai) Seller Seller’s obligation to pay the cost of the update to the Existing Survey shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and be limited to Five Thousand Dollars (b$5,000) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado(“Survey Cost Cap”).

Closing Costs. With respect to each PropertyEach party shall pay its own accounting, legal and consulting fees and expenses and in addition thereto: (a) Purchaser shall pay at Closing the following costs and expenses: (i) subject to Section 5.4(c), any assumption fees in connection with its assumption one-half of the Assumed Loans; New Jersey Mansion Tax, if any, (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of all recording charges and fees in connection with the customary closing costs Deed and one-half (1/2) of the Escrow Agent; recording charges and fees in connection with any other Closing documents and instruments in connection with the sale contemplated hereunder (vii) the fees of any counsel or consultant representing provided that Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) all of the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording costs in connection with any instruments required to discharge any liens or encumbrances against such Seller’s Property; Purchaser financing), (iii) one-half (1/2) of the customary closing costs any New Jersey real property transfer, sales or other fees or taxes, including, without limitation, any realty transfer fees payable under or pursuant to N.J. Rev. Stat. § 46:15-7, 7.1 and 7.2 or any successor provision thereto (provided that Purchaser shall pay all of the Escrow Agent; tax and fees in connection with any Purchaser financing), (iv) all title insurance charges, search fees, and premiums for the fees of Title Policy, including any counsel additional premiums for any endorsements or consultant representing such Seller in this transaction; lender’s title insurance policies (collectively the “Premium”), (v) all late feessurvey fees for any survey obtained by Purchaser, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any mortgage recording taxes related to Purchaser’s mortgage, if any, (vi) all other closing incidental costs or charges and fees customarily borne paid by a seller purchasers of commercial real estate property in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Xxxxxx County, New Jersey, and (vii) Purchaser’s attorneys’ fees and disbursements. (cb) The parties Seller shall pay at Closing the transferfollowing costs and expenses: (i) one-half (1/2) of the New Jersey Mansion Tax, salesif any, use, gross receipts or similar taxes charged (ii) one-half (1/2) of all recording charges and fees in connection with the transfer Deed and one-half of each Property according to the custom of the state filing fees, recording charges or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged associated with other Closing documents and instruments in connection with the sale contemplated hereunder, (iii) one-half (1/2) of any New Jersey real property transfer, sales or other fees or taxes including, without limitation, any realty transfer fees payable under or pursuant to N. J. Rev. Stat. § 46:15-7,-7.1 and -7.2, or any successive provision thereto (iv) all other incidental costs and fees customarily paid by sellers of those Properties located commercial real property in the States of GeorgiaXxxxxx County, Ohio, South Carolina and the Commonwealth of VirginiaNew Jersey, and (bv) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoSeller’s attorneys’ fees and disbursements.

Closing Costs. With respect to each PropertyAt Closing, closing costs and expenses of sale shall be borne as follows: (a) Purchaser SELLER shall pay be obligated for and shall pay: (i) subject to Section 5.4(c), any assumption fees The premium for the Owner’s Policy of title Insurance as described in connection with its assumption of the Assumed Loans; Paragraph 10.1 above; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); Tax certificates and UCC searches; (iii) any taxes associated with the assumption of the Assumed Loans; SELLER’s attorneys’ fees; (iv) any sales taxesThe costs of title and survey curative matters, use taxesif any, or similar charges; incurred by SELLER; (v) any premiums Any lien or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; UCC releases; (vi) oneSELLER’s pro rata share of the costs set forth in Paragraph 11 above; (vii) The cost of the Updated Survey (subject to the provisions of Paragraph 7(c)); and (viii) One-half (1/2) of any escrow fees charged by the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity FeesTitle Company. (b) Each Seller PURCHASER shall pay be obligated for and shall pay: (i) PURCHASER’s pro rata share of the base premium for the applicable Title Policy to the extent required by Section 4.1; costs set forth in Paragraph 11 above; (ii) PURCHASER’s due diligence and attorneys’ fees; (iii) The cost of recording the Special Warranty Deed; (iv) The premium for any endorsements to the Owner’s Policy of Title Insurance and the cost of recording any instruments title insurance policy required to discharge any liens or encumbrances against such Sellerby PURCHASER’s lender (if any); (v) The costs of having the Updated Survey comply with additional requirements imposed by PURCHASER’s lender (if any); (vi) Any fees and expenses incurred by PURCHASER in connection with PURCHASER obtaining financing for its purchase of the Property; and (iiivii) oneOne-half (1/2) of any escrow fees charged by the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any Title Company. All other closing costs or charges customarily borne by a seller of commercial real estate not mentioned herein and for which no provision is made in the state in which the applicable Property is located which are not expressly provided to this Contract shall be paid by Purchaser SELLER and/or PURCHASER as is customary in Section 6.5.10(a)Sugar Land, Fort Bend County, Texas. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: (a) Purchaser All Third-Party Costs (hereinafter defined) shall pay be borne one hundred percent (100%) by Purchaser. As used herein, the term "Third-Party Costs" shall include the following costs and expenses which are incurred by Seller, Tenant, Purchaser, or their respective Affiliates: (i) subject to Section 5.4(c), any assumption fees Environmental Reports prepared in connection with its assumption the purchase and sale of the Assumed LoansProperties; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans)Surveys prepared pursuant to Section 2.4; (iii) any taxes associated with premiums for the assumption title insurance policies and endorsements to be provided at the Closing pursuant to the terms of the Assumed Loansthis Agreement; (iv) any sales taxes, use taxes, closing or similar chargesescrow charges or other expenses payable on the Closing Date to the Title Company conducting the Closing; (v) any premiums or fees required to be paid by Purchaser property appraisals prepared in connection with respect to the applicable Title Policy purchase and sale of the Properties pursuant to Section 4.1this Agreement; (vi) one-half (1/2) local counsel fees incurred in connection with the consummation of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of Permits pursuant to Section 4.6 or in connection with the consummating of the closing of the Financing (which fees shall be limited to those incurred in connection with usual and customary local counsel services in similar commercial real estate transactions); (vii) fees and expenses charged by any governmental entity relating to obtaining the Permits pursuant to Section 4.6 ; (viii) the third-party market assessment reports obtained by Purchaser; (ix) the third-party architectural and engineering inspection reports of the Properties obtained by the Purchaser; (x) the third-party audited Special Purpose Financing Statement for each Property according obtained by Purchaser, (xi) any other separate out-of-pocket costs and expenses incurred by Seller or Purchaser or Tenant or their respective Affiliates in connection with the consummation of the Closing or incurred in connection with the consummation of the closing of the Financing (included those of a type referred to in the preceding clauses of this paragraph), including but not limited to the custom fees and expenses of outside counsel of Purchaser and its Affiliates (and outside counsel of the state lender providing the Financing to the extent required by the loan documents executed by the Purchaser) in connection with the preparation and negotiation of this Agreement and all other documents and instruments in connection with the consummation of the Closing or commonwealth in which such Property is locatedconnection with the consummating of the Financing; and (xii) Transfer Taxes incurred on the Closing Date or in connection with the consummation of the Financing. In light of Notwithstanding the foregoing, MI shall be responsible for the parties agree fees and expenses of the outside counsel of Seller, Tenant, MI and their respective Affiliates in connection with the preparation and negotiation of this Agreement and all other documents and instruments in connection with the consummation of the Closing. Third-Party Costs may be advanced by either Seller or CNL Retirement Properties, Inc. or their respective Affiliates or any Affiliate of Seller prior to the Closing (but shall be reimbursed by Purchaser to the party incurring the same at the Closing). All amounts payable by Purchaser under this Section 9.2(a) shall be paid by the Applicable Property Transferees in the event that the Closing is consummated hereunder, which amounts (ai) shall be allocated to the Applicable Property Transferee if and to the extent that any amount specifically relates only to the Property acquired by such Applicable Property Transferee (as is the case, for example, with respect to title insurance and Transfer Taxes) or (ii) shall be allocated among all the Applicable Property Transferees in proportion to the allocation of the Purchase Price among the Applicable Property Transferees set forth in Schedule C if and to the extent that any amount does not specifically relate only to the Property acquired by an Applicable Property Transferee. To the extent that the Third-Party Costs are known and have or shall be paid on or prior to the Closing Date, within two Business Days prior to the Closing Date, Seller shall pay provide Purchaser with written notice and a copy of the calculations of any amounts due to Seller pursuant to this Section and Purchaser shall reimburse the applicable Seller on the Closing Date for such costs and expenses. No later than thirty (30) days after the sixth month anniversary of the Closing Date, Seller shall provide Purchaser with written notice and a copy of the calculations of any amounts due to Seller pursuant to this Section which were not paid by Purchaser on the Closing Date and Purchaser shall promptly reimburse the applicable Seller for such costs and expenses. (b) As used herein, the term "Transfer Taxes" shall mean any transfer, sales, use, gross receipts recordation or other similar taxes charged taxes, impositions, expenses or fees incurred in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina Closing and the Commonwealth consummation of Virginiathe Financing and/or the recordation or filing of any documents or instruments in connection therewith or the sale, transfer or conveyance of the Properties from Seller to Purchaser or the lease of each Property from Purchaser to Tenant. Transfer Taxes shall not include, and (b) Purchaser Seller shall pay be solely responsible for any transfertaxes due in respect of its income, salesnet worth or capital, useif any, gross receipts and any privilege, sales and occupancy taxes, due or similar taxes charged owing to any governmental entity in connection with the operation of its Property for any period of time prior to the Closing, and Purchaser and Tenant, as applicable, shall be solely responsible for all such taxes for any period from and after the Closing, and provided further that any income tax arising as a result of the sale and transfer of those Properties located in Coloradoany Property by Seller to Purchaser shall be the sole responsibility of Seller.

Closing Costs. With respect to each Property: (a) Seller shall reimburse Purchaser shall pay for up to a maximum of $600,000 for due diligence and closing expenses actually incurred by Purchaser to third parties in connection with all three (3) Properties combined in the following categories: (i) subject to Section 5.4(c), any assumption fees seventy-five percent (75%) of the legal expenses incurred in connection with its assumption the negotiation and preparation of the Assumed LoansLittle Xxxx Xxxxx Contract and all Exhibits thereto, including without limitation the DOR and DCCRO; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including legal expenses incurred in connection with the Seller Loans)negotiation and documentation of this Agreement, the Leases, Limited Rent Guaranty, Stock Pledge Agreement, Owner Agreement, Guaranty of Landlord's Obligations and related agreements; (iii) any taxes associated environmental reports prepared in connection with the assumption purchase and sale of the Assumed LoansOwnership Interests in the Owners of the Properties pursuant to this Agreement; (iv) any sales taxes, use taxes, or similar chargesproperty appraisals for the Properties prepared in connection with the purchase and sale of the Ownership Interests in the Owners of the Properties under this Agreement; (v) any premiums or fees required engineering/property evaluation reports prepared in connection with the sale of the Ownership Interests in the Owners of the Properties to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1Purchaser; (vi) oneproperty surveys of the Properties prepared in connection with due diligence under this Agreement; and (vii) up to $30,000 of reasonable out-half of-pocket expenses incurred by Purchaser for travel (1/2including meals), postage, long-distance telephone charges and photocopying in connection with the transactions contemplated hereby. Expenses which are to be reimbursed to Purchaser pursuant to clause (i) of the customary closing costs of preceding sentence shall be reimbursed to Purchaser upon Closing under the Escrow Agent; Little Xxxx Xxxxx Contract (unless Purchaser fails to close under such Contract and Seller elects to terminate this Agreement pursuant to Section 3.5(a)(iii)). Further expenses which are to be reimbursed pursuant to the clauses (ii) and (vii) of the fees first sentence of any counsel or consultant representing Purchaser this paragraph which relate to all three Properties shall be allocated one-third (1/3) to each Property and reimbursed at the time of the Closing in this transactionrespect of the Ownership Interests of the Owner of each Property; and expenses which are to be reimbursed to Purchaser pursuant to the first sentence of this paragraph which are specific to a Property (viiii.e., expenses under clauses (iii) any Special Purpose Entity Feesthrough (vi), inclusive) shall be reimbursed at the time of the Closing in respect of the Ownership Interests of the Owner of that particular Property. All of Purchaser's expenses in excess of $600,000 or Purchaser's expenses which do not fall within the above categories shall be borne by Purchaser. (b) Each Seller shall pay (i) the base premium premiums for the applicable Title Policy Insurance Policies to be provided at each Closing pursuant to Section 2.4 and Section 4.3(a) and shall be given a credit (not to exceed $180,000.00) against its obligation under Section 9.2(a) to reimburse Purchaser's expenses to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs amount paid by or on behalf of Seller or any Owner for such premiums including, without limitation, premiums paid in connection with title insurance policies to be issued upon the Escrow Agent; (iv) the fees acquisition of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only each Property pursuant to the Assumption Sellers Little Xxxx Xxxxx Contract and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate premiums paid for incremental increases in the state in which the applicable Property is located which are not expressly amount of coverage provided to be paid by Purchaser in Section 6.5.10(a)such policies during construction. (c) The parties shall pay the transferSeller and Purchaser each agree to cooperate with each other in minimizing due diligence, sales, use, gross receipts or similar taxes charged closing and other costs to be incurred in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that transactions contemplated hereby. (ad) Seller and Purchaser shall each pay one-half of any transfer, salesrecordation or other similar taxes, use, gross receipts impositions or similar taxes charged expenses incurred in connection with the transfer Closings of those Properties located the transactions contemplated hereby. (e) Except as expressly provided in the States of Georgiathis Section 9, Ohio, South Carolina Seller and the Commonwealth of Virginia, and (b) Purchaser shall each pay any transfer, sales, use, gross receipts or similar taxes charged their own separate costs and expenses incurred in connection with the transfer transactions contemplated hereby, including the fees and expenses of those Properties located counsel in Coloradoconnection with the preparation and negotiation of this Agreement, the Leases and all other documents and instruments in connection therewith and in consummating any and all of the transactions contemplated hereby and thereby. The obligations of the parties under this Section 9 shall survive the Closings.

Closing Costs. With respect to each Property: (a) Purchaser All Third-Party Costs (hereinafter defined) shall pay be borne one hundred percent (100%) by Purchaser. All Third-Party Costs are included in the determination of rent under the Leases (subject to the terms of the Leases providing that the maximum amount of Third-Party Costs which may be included in the determination of rent is Seven Million Three Hundred Thousand Dollars ($7,300,000)). (b) As used herein, the term "Third-Party Costs" shall mean the following costs and expenses which are incurred by Sellers, Purchaser, or their respective Affiliates in accordance with the terms of this Section 10.2(b): (i) subject to Section 5.4(c), any assumption fees Environmental Reports prepared in connection with its assumption the purchase and sale of the Assumed LoansProperties; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans)Surveys prepared pursuant to Section 2.4; (iii) premiums for the title insurance policies and endorsements to be provided at the Closing pursuant to the terms of this Agreement; (iv) any taxes associated closing or escrow charges or other expenses payable on the Closing Date to the Title Company conducting the Closing; (v) property appraisals prepared in connection with the purchase and sale of the Properties pursuant to this Agreement; (vi) Purchaser's local counsel fees incurred in connection with the consummation of the Closing, the satisfaction of the Licensing Condition, and in the assumption of the Loan for each Property (which fees shall be limited to those incurred in connection with usual and customary local counsel services in similar commercial real estate transactions); (vii) all fees and expenses, including Purchaser's, Sellers', and their respective Affiliates' attorneys' fees and expenses and fees and expenses charged by any governmental entity relating to satisfaction of the Licensing Condition, provided, however that Purchaser shall have no responsibility for any fees and expenses relating to correcting or otherwise addressing Property deficiencies or violations and that Sellers' counsel shall provide Purchaser with a good faith, non-binding estimate of its costs relating to satisfying the Licensing Conditions within seven (7) Business Days after the Effective Date; (viii) the third-party market assessment reports obtained by Purchaser; (ix) the out-of-pocket costs of the audits of all financial information and operations relating to the Properties as more fully described in Section 8.7; (x) the third-party land-use, architectural and engineering inspection reports of the Properties obtained by Purchaser; (xi) the third-party audited special purpose financing statements for each Property obtained by Purchaser, (xii) subject to the terms of the next sentence, any other separate out-of-pocket costs and expenses incurred by Sellers or Purchaser or their respective Affiliates in connection with the consummation of the Closing or incurred in connection with the consummation of the assumption of the Loans (including payment of prepayment fees and expenses in connection with the loan secured by a mortgage on Sakonnet Bay Manor), including but not limited to the Loan Assumption Costs, and the fees and expenses of counsel of Purchaser, its Affiliates, and counsel of the Lenders in connection with the preparation and negotiation of this Agreement and all other documents and instruments in connection with the consummation of the Closing or in connection with the consummation of the assumption of the Loans (including payment of prepayment fees and expenses in connection with the loan secured by a mortgage on Sakonnet Bay Manor) by Purchaser and/or the Applicable Property Transferees; and (xiii) Transfer Taxes incurred on the Closing Date or in connection with the assumption of the Assumed Loans; Loans by Purchaser. Sellers shall be responsible for the fees and expenses of its and its Affiliates' outside counsel including but not limited to, Arent Fox Xxxxxxx Xxxxxxx & Xxxx, PLLC, its accountants, and/or other professional fees (iv) any sales taxes, use taxes, or similar charges; subject to clause (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2vii) of the customary closing costs immediately preceding sentence relating to satisfaction of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late feesLicensing Condition), penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer preparation and negotiation of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged this Agreement and all other documents and instruments in connection with the transfer consummation of those Properties located the Closing and the assumption of the Loans by Purchaser and/or the Applicable Property Transferees. All amounts payable by Purchaser under this Section 10.2(a) shall be paid by the Applicable Property Transferees in the States event that the Closing is consummated hereunder, which amounts shall be allocated by the Applicable Property Transferees in their reasonable discretion. To the extent that the Third-Party Costs are known and have or shall be paid on or prior to the Closing Date by a Seller or its Affiliate (without implying any Seller obligation to advance Third Party Costs), within two Business Days prior to the Closing Date, Sellers shall provide Purchaser with written notice and a copy of Georgia, Ohio, South Carolina the calculations of any amounts due to Sellers pursuant to this Section and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with reimburse the transfer of those Properties located in Colorado.applicable Seller on the Closing Date for such costs

Closing Costs. With respect to each Property: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans)Purchaser; (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); (vi) all transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property; and (vivii) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property(a) Seller will pay the following costs at Closing: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption preparation of the Assumed Loans; Conveyance Deed, Bill of Sale and Assignment (of leases and contracts, if any); (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including one-half of the Seller Loans); Settlement Agent's escrow fee; (iii) any taxes associated with the assumption premium for the standard coverage portion of the Assumed Loans; Title Policy; (iv) any sales taxesmortgages, use taxesdeeds of trust, or similar charges; other monetary liens recorded against the Property that are not Permitted Exceptions; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1Seller's Broker's Commission; and, (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity FeesSeller's attorney's fees. (b) Each Seller shall Purchaser will pay at Closing all expenses and costs not included in Section 13(a), including, but not limited to, the following: (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing and escrow charges of Settlement Agent and all charges for any closing/escrow agent retained by Xxxxxxxxx; (ii) costs of any financing obtained by the Escrow Agent; Purchaser in connection with its purchase of the Property; (iii) costs of any Inspection and survey of the Property; (iv) the fees of costs to remove any counsel or consultant representing such Seller in this transaction; liens attributable to Purchaser; (v) documentary stamps and transfer taxes; (vi) all late deed filing costs and recording fees, penalties or ; (vii) all taxes not subject to proration in accordance with Section 14 hereof; (viii) Purchaser's attorney's fees (including legal fees for any closing/escrow agent retained by Xxxxxxxxx); (ix) the premium for the extended coverage portion of the Title Policy and any endorsements to the Title Policy; and, (x) all other applicable provisions of this Agreementoutstanding interest, any other sums fees or charges which may be due or become due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)foregoing. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property(a) Seller shall pay: (a1) Purchaser shall pay The costs, if any, of satisfying any liens, curing title defects and recording any curative title documents; (i2) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) oneOne-half (1/2) of the customary escrow fees or closing service fees, if any; (3) The costs of Title Insurance; (4) A credit to Buyer in the Escrow Agentamount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00) as a credit for the PERC contamination matters with respect to the Kleinwood Property; (5) County and state transfer taxes imposed upon the transactions contemplated hereby; (6) The brokerage commission payable to Broker incurred in connection with the sale of the Property to Buyer, if and when this transaction closes, in accordance with a separate written agreement between Broker and Seller; and (vii7) Seller’s attorneys’ fees relating to the fees sale of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Feesthe Property. (b) Each Seller Buyer shall pay pay: (i1) the base premium for the applicable Title Policy to the extent required by Section 4.1; The costs of Buyer’s due diligence investigations; (ii2) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) oneOne-half (1/2) of the customary escrow fees or closing service fees, if any; (3) Municipal transfer taxes imposed upon the transactions contemplated hereby; (4) The costs of the Escrow Agent; Phase I environmental site assessment to be obtained by Buyer, if any; (iv5) The costs of the fees new Survey; (6) All Assumption Costs; (7) Mortgage taxes, if any, attributable to Buyer’s assumption of the Existing Loan; (8) Reimbursement to Seller of any counsel or consultant representing such escrows previously posted with the Existing Lender by Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers extent such escrows remain posted with the Existing Lender; (9) The costs of any endorsement to the existing loan title policies insuring the Existing Mortgage and applicable only if such Property has not been converted any special endorsements to the owner’s title policies (other than endorsements that Seller agrees to obtain in order to cure a Payoff Property); and (viBuyer title objection) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a).issued at Closing; (c10) The parties shall pay costs of recording the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according closing documents to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that be recorded; and (a11) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoBuyer’s attorneys’ fees.

Closing Costs. With respect Each party shall pay its own costs and expenses arising in connection with the Closing (including, its own attorneys’ and advisors’ fees, charges and disbursements), except that the costs specifically set forth in this Section 10.2 shall be allocated between the parties as set forth herein. Subject to each Property: the terms of Section 1.2, Transferor shall be responsible for the following closing costs (such costs being referred to herein as “Transferor’s Closing Costs”): (a) Purchaser shall pay (i) subject to Section 5.4(c)the cost of discharging any Liens against, and other matters affecting title to, the Property and recording any assumption fees instruments in connection with its assumption of therewith, if and to the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxesextent Transferor is expressly obligated under Section 2.2, or similar charges; otherwise elects, to discharge such Liens, (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vib) one-half (1/2) of the customary closing costs and escrow fees of the Title Company and Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy Agent related to the extent required by Section 4.1; direct and/or indirect transfer of the Property and the Sale Interest, (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iiic) one-half (1/2) of the customary Assumption Fees, and (d) the costs and expenses incurred in connection with the termination of certain Contracts, as and to the extent payable by Transferor pursuant to Section 6.3. Transferee shall be responsible for, and shall pay, the following closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; costs being referred to herein as “Transferee’s Closing Costs”): (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vii) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the documentary, transfer, stamp, sales, use, gross receipts or similar taxes charged related to the transfer of the Sale Interest; (ii) other than the Incremental Title Costs, the premium for the Title Policy (and all endorsements thereto); (iii) one-half of the customary closing costs and escrow fees of the Title Company and Escrow Agent related to the direct and/or indirect transfer of the Property and the Sale Interest; (iv) one-half of the Assumption Fees, (v) the cost of the Survey, and (vi) the costs and expenses incurred in connection with the transfer termination of each Property according certain Contracts, as and to the custom extent payable by Transferee pursuant to Section 6.3. The provisions of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller this Section 10.2 shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradosurvive Closing.

Closing Costs. With respect to each Property: (a) Purchaser 7.1.1. At Closing, Seller shall pay with proceeds received from Purchaser on account of the Purchase Price, or otherwise deposit (as applicable as part of the Seller Funds): (i) subject All state and local real property transfer taxes, sales taxes and other similar taxes applicable to Section 5.4(c), any assumption fees in connection with its assumption the conveyance of the Assumed Loans; Property; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); The fees and disbursements of Seller’s counsel; (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or All release fees and other charges required to be paid by Purchaser with respect in order to release from the applicable Title Policy pursuant Property any Mandatory Removal Items; (iv) The costs to Section 4.1obtain the estoppel agreements and the Termination Agreement; and (viv) oneOne-half (1/2) of any escrow and/or closing fees charged by the customary closing costs Title Company. 7.1.2. At Closing, in addition to the balance of the Purchase Price and in accordance with the terms of the Escrow Agent; (vii) the fees & Closing Instruction Agreement and Section 6.3.2 of any counsel or consultant representing this Agreement, Purchaser in this transaction; and (viii) any Special Purpose Entity Fees.shall pay: (b) Each Seller shall pay (i) All premiums, fees and costs associated with the base premium for issuance of the applicable Title Policy Policy, together with any endorsements thereto that Purchaser may elect to the extent required by Section 4.1; obtain, and any Survey; (ii) The fees and disbursements of Purchaser’s counsel and any other expense(s) incurred by Purchaser or its representative(s) in inspecting or evaluating the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; ; (iii) oneAny and all costs and expenses in connection with obtaining financing for the purchase of the Property, including without limitation and subject to the provisions of Section 5.5, any mortgage recording tax required to be paid upon the recordation of any deed of trust, mortgage or other security agreement executed and recorded in connection with such financing, and any fees, costs and expenses in connection with obtaining Recognition Agreements; (iv) One-half (1/2) of any escrow and/or closing fees charged by the customary closing costs of the Escrow AgentTitle Company; (iv) the fees of any counsel or consultant representing such Seller in this transaction; and (v) all late fees, penalties or subject The fees to all other applicable provisions of this Agreement, any other sums due on record the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Ground Lease Assignment and Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina Agreement and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoRecognition Agreements.

Closing Costs. With respect to each Property: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption bear the cost of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base title searches and preparation of the title commitment prepared by the Title Company, and the premium for the applicable Title Policy and any and all endorsements to the extent required Title Policy requested by Section 4.1Purchaser or its lender; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Survey for the Property; (iii) one-half (1/2) of the customary closing costs of documentary transfer taxes and the Escrow Agentrecording fee for the Deed; (iv) one-half (1/2) of all escrow and closing fees relating to the fees sale of any counsel or consultant representing such Seller in this transactionthe Property; (v) all late fees, penalties escrow and closing fees relating to Purchaser’s financing; (vi) any WRIT Industrial IV mortgage taxes or subject recording fees for any mortgages securing Purchaser’s financing; and (vii) the fees and charges of third parties in connection with the Environmental Reports (which shall be credited to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only Seller to the Assumption Sellers extent that Seller has already paid such third parties). Seller shall bear the cost of (i) any commission due to Broker (as defined in Article X); (ii) one-half (1/2) of the documentary transfer taxes and applicable only if such the recording fee for the Deed; (iii) and one-half (1/2) of all escrow and closing fees relating to the sale of the Property has (but not been converted to a Payoff Propertyin connection with any financing by Purchaser, which shall be paid solely by Purchaser); and (viiv) any the costs of the title commitment prepared by the Seller’s Title Company. Each party shall pay its own attorneys’ fees pertaining to the sale of the Property. All other closing costs or charges customarily borne by a seller pertaining to the sale of commercial the Property shall be allocated as is customary for real estate in transactions where the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the The parties agree that (a) Seller shall pay any transferto cooperate in all reasonable respects to minimize all such costs, salespremiums, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiataxes, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradofees.

Closing Costs. With respect to each Property: (a) , Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption bear the cost of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base title searches and preparation of the Title Commitments prepared by the Title Company, and the premium for the applicable Title Policy to the extent required Purchaser’s title policies and any and all endorsements requested by Section 4.1Purchaser or its lender; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Survey for each Property; (iii) one-half (1/2) of the customary documentary transfer taxes and the recording fees for the Deeds, subject to a maximum amount of $2,258,976 for such taxes and fees; (iv) one-half (1/2) of all escrow and closing costs fees relating to the sale of such Property; (v) all escrow and closing fees relating to Purchaser’s financing; (vi) any mortgage taxes or recording fees for any mortgages securing Purchaser’s financing; and (vii) one-half (1/2) of the Escrow Agentfees and charges of third parties in connection with the Surveys. With respect to each Property, such Property’s Seller shall bear the cost of (i) any commission due to Broker (as defined in Article X); (ii) the greater of (x) one-half (1/2) of the documentary transfer taxes and the recording fee for the Deeds and (y) the amount of such taxes and fees not required to be paid by Purchaser pursuant to preceding sentence of this Section 5.6; (iii) one-half (1/2) of all escrow and closing fees relating to the sale of such Property (but not in connection with any financing by Purchaser, which shall be paid solely by Purchaser); (iv) the fees costs of any counsel or consultant representing such Seller in this transaction; the Title Commitments prepared by the Title Company and (v) all late feesone-half (1/2) of the fees and charges of third parties in connection with the Surveys, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) the cost of the Environmental Reports. Each party shall pay its own attorneys’ fees pertaining to the sale of the Properties. Purchaser shall be responsible for (a) the amount by which the cost of purchasing the defeasance securities exceeds the principal amount outstanding under the Woodholme MOB Existing Financing as of the Closing Date, and (b) all third-party costs associated with the defeasance of the Existing Woodholme MOB Financing (including the fees and charges of the Woodholme MOB Lender and its counsel, and the fees of the defeasance consultant and its accountants), excluding, however, any other closing costs fees or charges customarily borne by a seller of commercial real estate the Sellers’ counsel (the costs referred to in the state in foregoing clauses (a) and (b), excluding the fees and charges of the Sellers’ counsel, are referred to herein as the “Defeasance Costs”). Purchaser and Seller acknowledge that the Purchase Price includes $1,900,000, which is the parties’ estimate of the Defeasance Costs. If, pursuant to a statement provided at Closing by the Woodholme MOB Lender, the Defeasance Costs are less than $1,900,000, Purchaser shall receive a credit at Closing equal to the amount by which $1,900,000 exceeds the Defeasance Costs. If, pursuant to a statement provided at Closing by the Woodholme MOB Lender, the Defeasance Costs exceed $1,900,000, Purchaser shall be obligated to deliver into escrow, as part of the Closing Payment, additional funds equal to the amount by which the applicable Property is located which are not expressly provided Defeasance Costs exceed $1,900,000. All other costs pertaining to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer sale of each Property according to the custom of the state or commonwealth in which shall be allocated as is customary for real estate transactions where such Property is located. In light of the foregoing, the The parties agree that (a) Seller shall pay any transferto cooperate in all reasonable respects to minimize all such costs, salespremiums, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiataxes, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradofees.

Closing Costs. With respect to each Property: (a) Seller and Purchaser shall each pay (i) subject to Section 5.4(c), any assumption the fees and expenses of its own counsel in connection with its assumption the preparation and negotiation of this Agreement. The deed and other agreements and instruments related to the transaction contemplated by this Agreement and such legal costs shall not be part of the Assumed Loansclosing costs; (ii) provided, however, that if any mortgage or similar taxes on new financing obtained by Purchaser (legal action is instituted under this Agreement, the prevailing party in such action shall be entitled to recover from the other party costs related to such legal action, including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxesreasonable attorneys' fees and costs in all trial, use taxesappellate, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) onepost-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; judgment, and (viii) any Special Purpose Entity Feesbankruptcy proceedings. (b) Each Seller shall pay pay: (i) the base premium for the applicable Title Policy The commission owed to the extent required by Section 4.1; Broker, if any, pursuant to ARTICLE XIII of this Agreement; (ii) All recording fees for the cost release of recording any instruments required to discharge any liens or encumbrances against such Seller’s on the Property, as required pursuant to the terms of this Agreement; and (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne The title insurance premium charged by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Title Insurance Company for Purchaser's owner's title insurance policy. (c) Purchaser shall pay: (i) Title Insurance Company charges for title endorsements to Purchase's owner's policy as well as the premium for a loan policy required by Purchaser's lender, if any; (ii) The parties shall pay costs related to the transfer, sales, use, gross receipts Purchaser's Survey and any other survey or similar taxes survey (iii) Any other fees or costs related to Purchaser's due diligence reviews; (iv) Any transfer fees charged by the issuer of any letters of credit; and (v) All costs related to the recording fees payable in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.the

Closing Costs. With (a) Seller shall pay (i) Seller’s legal fees, (ii) expenses Seller might incur in connection with removing the Unpermitted Exceptions with respect to each Property:the Shopping Center, (iii) one-half of the Title Company’s closing and escrow fees (the “Escrow Costs”), (iv) one-half of the premiums for the Purchaser’s owner’s title insurance policy (including the cost of the Agreed Endorsements) (the “Title Policy Costs”), (v) one-half of the New Survey costs (the “Survey Costs”), (vi) one-half of the recording charges due in connection with the transaction contemplated herein and the Closing Documents, including but not limited to any documentary stamp taxes that are equivalent to recording charges but excluding any recording charges or documentary stamp taxes incurred in connection with any new financing being obtained by Purchaser at Closing (the “Recording Charges”), (viii) one‑half of the transfer taxes due in connection with the transaction contemplated herein and the Closing Documents, including but not limited to any documentary stamp taxes that are equivalent to transfer taxes but excluding any transfer taxes or documentary stamp taxes incurred in connection with any new financing being obtained by Purchaser at Closing (the “Transfer Taxes”), and (viii) one-half of the Guaranty and Warranty Costs. For avoidance of doubt, Seller is not obligated to pay any fees, charges, taxes, or other costs or expenses incurred by Purchaser solely in connection with any new financing being obtained by Purchaser. (ab) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption one-half of the Assumed Loans; Title Policy Costs, and all the costs of any endorsements (other than the Agreed Endorsements, the costs of which shall be shared equally by the parties) it desires, (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; Survey Costs, (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; Costs, (iv) one-half of the fees of any counsel or consultant representing such Seller in this transaction; Transfer Taxes, (v) all late feesone-half of the Recording Charges, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller all of commercial real estate in Purchaser’s legal fees, and (vii) one-half of the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Guaranty and Warranty Costs. (c) The parties shall pay costs of Defeasing (as defined below), including the transfercosts of the Defeasance Collateral (excluding an amount equal to the principal balance of the Defeased Loan, salesand any accrued or unpaid interest of such Defeased Loan up to Closing), usethe amount of any interest due and payable with respect to the Defeased Loans after Closing, gross receipts or similar taxes charged documented, out-of-pocket fees, costs and expenses incurred by Seller solely in connection with the transfer Defeasance, including (without limitation) the brokerage fee for securities purchased for the defeasance, all application fees, Defeasance accommodation fees, third-party Defeasance consultant’s fees, accountants fees, successor borrower fees, the Mortgage Lender’s legal fees, successor borrower’s legal fees, rating agency fees and the fees of each Property according to rating agency counsel (but excluding any legal fees of Seller or Purchaser) (collectively, the custom “Defeasance Costs”) for the Defeased Mortgage Loan (as defined below) shall be borne by Purchaser and the Seller as follows: fifteen percent (15%) by Purchaser and eighty-five percent (85%) by the Seller. Any residual value on account of the state or commonwealth Defeasance Collateral (as defined below) shall be distributed pro rata by Defeasance Service Provider (as defined below) to Seller and Purchaser, if applicable, in which such Property is locatedaccordance with the sharing percentages set forth above. In light of Notwithstanding the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with be responsible for one hundred percent (100%) of all accrued and unpaid interest on its then Defeased Mortgage Loan to and through the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoProration Date.

Closing Costs. With respect to each Property: (a) Purchaser 10.1 Seller shall pay or cause to be paid the following costs and expenses relating to the Transaction, and no others: one-half of Escrowee’s fees and costs, if any; to the extent typically paid by sellers in similar transactions in the applicable jurisdiction, the premium for the Title Policies customarily obtained by a purchaser in similar transactions; the costs of releasing all monetary liens, judgments, and other material encumbrances, and the recording thereof; real estate taxes attributable to the ownership of the Properties before the Closing Date; except as provided in Section 1.2 above, to the extent typically paid by sellers in similar transactions in the applicable jurisdiction, Transfer Taxes (ias defined below); all Transfer Taxes that a recorder’s office requires to be paid upon the recordation of each Memorandum of Lease (to the extent Tenant elects to record any Memorandum of Lease) subject and one-half of the cost of the Diligence Items. 10.2 Purchaser will pay the following costs and expenses relating to Section 5.4(cthe Transaction: one-half of Escrowee’s fees and costs, if any; to the extent typically paid by purchasers in similar transactions in the applicable jurisdiction, the premium for the Title Policies customarily obtained by a purchaser in similar transactions; the premium for any endorsements or the cost of any extended coverage to the Title Policy; to the extent typically paid by purchasers in similar transactions in the applicable jurisdiction, Transfer Taxes (as defined below); one-half of the cost of the Diligence Items; all Transfer Taxes that a recorder’s office requires to be paid upon the recordation of each Memorandum of Lease (to the extent Landlord elects to record any Memorandum of Lease); any costs, any assumption fees expenses or charges in connection with its assumption of the Assumed Loans; (ii) any mortgage loan or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxesPurchaser, use taxesincluding, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) without limitation, the cost of recording any instruments required lender’s policy or policies of title insurance issued to discharge any liens or encumbrances against such Seller’s Propertylender to Purchaser; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, and any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid expenses incurred by Purchaser in Section 6.5.10(a)connection with, or as a result of Purchaser’s requirements to complete, the Transaction. Each party shall be responsible to pay the fees and expenses of their legal counsel. (c) The parties shall pay 10.3 As used herein, the term “Transfer Taxes” means all transfer, documentary, sales, use, gross receipts stamp, registration and other such federal, state and local taxes and fees (including any penalties, interest, additions to tax and costs and expenses relating to such taxes), whether for real or similar taxes charged personal property, incurred in connection with the transfer of each Property according to the custom consummation and performance of the state or commonwealth in which such Property is locatedTransaction. In light of the foregoing, the parties agree that (a) Seller shall pay any transfertimely prepare and file all transfer tax returns and other filings with respect thereto, sales, use, gross receipts unless otherwise required by law or similar taxes charged in connection agreed to by the parties. Purchaser and Seller will cooperate with the transfer of those Properties located each other in the States preparation of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts such tax returns or similar taxes charged in connection with the transfer of those Properties located in Coloradoother filings.

Closing Costs. With respect Notwithstanding anything to each Propertythe contrary contained herein, the Closing Costs shall be paid as follows: BY SELLER: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption Title insurance examination and premium for the Owner's Policy of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees.Insurance; (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost Preparation of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a).Special Warranty Deed; (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom One-half (2) of the state or commonwealth in which such Property is located. In light escrow fee, and all of the foregoingrecording fees for the Special Warranty Deed and removal of any existing encumbrances; (d) The actual reasonable cost of an appraisal of the Property obtained by Buyer, not to exceed Twelve Thousand Five Hundred Dollars ($12,500.00); (e) The actual reasonable cost of the parties agree "RELIANCE LETTERS" described in SECTION 5.5 of this Agreement; (f) Seller's attorney's fees; (g) Costs to remove any exceptions that are not Permitted Exceptions; and (h) All State, County and local transfer/conveyance taxes. BY BUYER: (a) Seller shall pay any transferPreparation of Mortgage, salesDeed or Trust or other applicable financing instruments, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and if any; (b) Purchaser All recording fees for all Buyer's documents other than the Special Warranty Deed; (c) One-half (2) of the escrow fee; (d) Any engineering reports, environmental reports, appraisals, or other reports or studies required by Buyer; (e) The As-Built Survey and the survey deletion fee and all other Purchase and Sale Agreement XXL One, Ltd., as Seller Inland Real Estate Acquisitions, Inc., as Buyer /s/ JL /s/ [ILLEGIBLE] amendments to the Owner Policy of Title Insurance; and (f) Buyer's attorneys' fees. All other costs and expenses shall pay any transfer, sales, use, gross receipts or similar taxes charged be allocated between Buyer and Seller in connection accordance with the transfer of those Properties located customary practice in Coloradothe County in which the Property is situated.

Closing Costs. With respect As to each Property: , Seller will pay (a) Purchaser shall the cost of the Owner’s Policy, any related search or exam fees, and any endorsements required for Seller’s cure of any Objectionable Matters; (b) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases; (c) one-half the fees and costs due Escrow Agent for its services; (d) any transfer taxes, documentary taxes, mansion taxes, recording charges, and other such fees or charges associated with the sale and conveyance of such Property; and (e) all other costs to be paid by Seller under this Agreement. As to each Property, Buyer will pay (i) subject to Section 5.4(c)any additional cost for a lender’s title policy, any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent if required by Section 4.1Buyer; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Propertythe Survey; (iii) one-half (1/2) of the customary closing fees and costs of the due Escrow AgentAgent for its services; and (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser Buyer under this Agreement. Except as otherwise provided in Section 6.5.10(a). (c) The parties shall pay the transferthis Agreement, salesSeller and Buyer will each be solely responsible for and bear all of their own expenses, useincluding without limitation any expenses of legal counsel, gross receipts or similar taxes charged accountants, and other advisors incurred at any time in connection with pursuing or consummating the transfer transactions contemplated hereby. Any other closing costs for a Property that are not specifically designated as the responsibility of each Property either Party in this Agreement will be paid by Seller and Buyer according to the custom usual and customary allocation of the state or commonwealth in which same by Escrow Agent for such Property is locatedProperty’s locale. In light Seller agrees that all closing costs and charges payable by Seller may be deducted from Seller’s proceeds otherwise payable to Seller at Closing. Buyer will deposit with Escrow Agent sufficient cash to pay all of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina Buyer’s closing costs and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradocharges.

Closing Costs. With respect to each Property: Seller shall pay (a) Purchaser shall pay (i) subject to Section 5.4(c), the fees of any assumption fees counsel representing it in connection with its assumption this transaction; (b) with regard to title, the cost of curing all title objections for which Seller is responsible under this Agreement; (c) the costs of recording all Monetary Lien cancellations; (d) any and all transfer tax or other excise or franchise tax relating to the transfer of the Assumed LoansProperty; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vie) one-half (1/2) of the customary closing costs escrow fee charged by the Title Company; (f) the cost of the Escrow Agenttitle commitment and the Title Policy; and (viif) except as otherwise provided herein, to Purchaser, outside of closing or otherwise, all costs incurred by Purchaser (or its affiliate or principals) prior to the Effective Date relating to diligence undertaken with respect to a proposed refinancing of Property in which Purchaser (or its affiliate) would act as the secured lender. The costs referenced in Section 4.5(f) shall include but not be limited to: attorneys’ fees, appraisal costs, groundwater irrigation costs, and travel costs. Purchaser shall pay (i) the fees of any counsel or consultant representing Purchaser in connection with this transaction; transaction from and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) after the base premium for the applicable Title Policy to the extent required by Section 4.1Effective Date; (ii) the cost of fees for recording any instruments required to discharge any liens or encumbrances against such Seller’s Propertythe Deed; (iii) the premium on any endorsements to the Title Policy and the costs of any lender’s policy of title insurance; (iv) one-half (1/2) of the customary closing costs of escrow fee charged by the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transactionTitle Company; (v) the cost of the Survey, if any, including updates or revisions necessary to comply with the requirements of Purchaser or its lender; (vi) all late fees, penalties or subject costs and document recordation taxes and charges related to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)financing obtained by Purchaser; and (vivii) all expenses and costs associated with any other closing costs Inspections or charges customarily borne by a seller the engagement of commercial real estate any Purchaser Parties to perform Inspections from and after the Effective Date; provided, however, in the state event Purchaser shall terminate this Agreement as provided for in which the applicable Property is located which Section 3.2, Seller shall reimburse Purchaser all costs incurred by Purchaser within ten (10) days of written request for reimbursement. Such costs to be reimbursed include but are not expressly provided limited to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transferPurchaser’s costs and expense associated with: attorneys’ fees, salestitle costs, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom cost of the state or commonwealth in which such Property is located. In light Survey, travel costs associated with inspections of the foregoingProperty, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiaother transactional costs, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection other costs associated with Inspections of the transfer of those Properties located in ColoradoProperty.

Closing Costs. With respect to each Propertya. Seller shall pay the costs and fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and expenses: (a) Purchaser shall pay (i) subject to Section 5.4(c)subsection (v) hereof, any assumption fees in connection with its assumption of the Assumed Loans; escrow fee, if any, which may be charged by the Title Company; (ii) any mortgage subject to subsection (v) hereof, the excise, recording, deed, imposed transfer tax, documentary stamp tax or similar taxes on new financing obtained tax which becomes payable by Purchaser reason of the transfer of the Property (including excluding, however, any sales tax in respect of the Seller Loans); Tangible Personal Property) under applicable state or local law, including, without limitation, any real estate excise tax; (iii) any taxes associated with subject to subsection (v) hereof, the assumption amount of $20,834 to pay a portion of the Assumed Loansowner’s title insurance premium for the Title Policy (without endorsements), and the cost of the Updated Survey; and (iv) any sales taxes, use taxes, or similar charges; subject to subsection (v) any premiums or hereof, recording fees required to be paid by Purchaser with respect transfer title to Buyer. (v) Seller shall pay the costs, fees and expenses enumerated in subsections (i) through (iv) hereof only to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of extent that they do not exceed $100,000 in the customary closing aggregate. b. Buyer shall pay the costs of the Escrow Agent; (vii) the and fees of any counsel or consultant representing Purchaser Buyer in connection with this transaction; . Buyer shall also pay the following costs and (viii) any Special Purpose Entity Fees.expenses: (b) Each Seller shall pay (i) subject to subsection (vii) hereof, the base premium for escrow fee, if any, which may be charged by the applicable Title Policy to the extent required by Section 4.1; Company; (ii) subject to subsection (vii) hereof, the excise, recording, deed, imposed transfer tax, documentary stamp tax or similar tax which becomes payable by reason of the transfer of the Property (excluding, however, any sales tax in respect of the Tangible Personal Property) under applicable state or local law, including, without limitation, any real estate excise tax; (iii) subject to subsection (vii) hereof, the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; Updated Survey; (iv) the subject to subsection (vii) hereof, recording fees of any counsel or consultant representing such Seller in this transaction; to transfer title to Buyer; (v) all late feesof the recording fees for Buyer’s financing documents; and (vi) title insurance premiums for Buyer’s lender’s title insurance policy, penalties or subject including any endorsements thereto, and the cost of any Buyer’s Endorsements to all other applicable provisions the Title Policy, as well as any premiums for the Title Policy in excess of this Agreement$20,834. (vii) Buyer shall pay the costs, any other sums due on the Assumed Loans fees and expenses enumerated in subsections (i) through the date immediately preceding the Closing Date (applies iv) hereof only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate extent that they exceed $100,000 in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)aggregate. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: (a) All Third-Party Costs (hereinafter defined) shall be borne one hundred percent (100%) by Purchaser and shall pay be in addition to the payment of the Purchase Price. Notwithstanding the foregoing, if the amount of all Third-Party Costs exceeds $1,276,970, (i) subject the Sellers shall be responsible for an amount ("Seller's Portion of Third-Party Costs") equal to Section 5.4(c)the product of fifty percent (50%) of the difference between an amount equal to all Third-Party Costs less $1,276,970 and (ii) the Purchaser shall be responsible for an amount ("Purchaser's Portion of Third-Party Costs") equal to the sum of (x) $1,276,970 plus (y) the product of fifty percent (50%) of the difference between an amount equal to all Third-Party Costs less $1,276,970. The Purchaser's Portion of Third-Party Costs shall be in addition to the payment of the Purchase Price and at Sellers' option, any assumption fees Seller's Portion of Third-Party Costs may be deducted by Purchaser against the Purchase Price. As used herein, the term "Third-Party Costs" shall include the following costs and expenses which are incurred by Sellers, Purchaser or CNL Retirement Properties, Inc. or their respective Affiliates: (i) Environmental Reports prepared prior to the Initial Closing Date in connection with its assumption the purchase and sale of the Assumed LoansProperties; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller LoansSurveys prepared prior to the Initial Closing Date pursuant to Section 2.4(a); (iii) any taxes associated with premiums for the assumption title insurance policies and endorsements to be provided at the Applicable Closing pursuant to the terms of the Assumed Loansthis Agreement; (iv) any sales taxes, use taxes, closing or similar chargesescrow charges or other expenses payable on the Applicable Closing Date to the Title Company conducting the Applicable Closing; (v) any premiums or fees required to be paid by Purchaser with respect property appraisals prepared prior to the applicable Title Policy Initial Closing Date in connection with the purchase and sale of the Properties pursuant to Section 4.1this Agreement; (vi) one-half (1/2) local counsel fees incurred in connection with the consummation of the customary closing costs Applicable Closing or incurred prior to the sixth month anniversary of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Initial Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of Permits pursuant to Section 4.8 or in connection with the consummating of the closing of the Financing (which fees shall be limited to those incurred in connection with usual and customary local counsel services in similar commercial real estate transactions); (vii) fees and expenses charged by any governmental entity prior to the sixth month anniversary of the Initial Closing Date relating to the transfer of Permits pursuant to Section 4.8 ; (viii) the third-party market assessment reports obtained by Purchaser prior to the Initial Closing Date; (ix) the third-party architectural and engineering inspection reports of the Properties obtained by the Purchaser prior to the Initial Closing Date; (x) the third-party audited Special Purpose Financing Statement for each Property according obtained by Purchaser prior to the custom Initial Closing Date, (xi) any other separate out-of-pocket costs and expenses incurred by Sellers or Purchaser or their respective Affiliates in connection with the consummation of the state Applicable Closing or commonwealth incurred in which such Property is located. In light connection with the consummation of the foregoingclosing of the Financing (included those of a type referred to in the preceding clauses of this paragraph), including but not limited to the fees and expenses of outside counsel of Sellers, Purchaser, Tenant and their respective Affiliates (and outside counsel of the lender providing the Financing to the extent required by the loan documents executed by the Purchaser) in connection with the preparation and negotiation of this Agreement and all other documents and instruments in connection with the consummation of the Applicable Closing or in connection with the consummating of the Financing; and (xii) Transfer Taxes incurred on the Applicable Closing Date or in connection with the consummation of the Financing. Third-Party Costs may be advanced by either Sellers or CNL Retirement Properties, Inc. or their respective Affiliates or any Affiliate of Sellers prior to the Applicable Closing (but shall be reimbursed by Purchaser or Sellers, as applicable, to the party incurring the same at the Applicable Closing. All amounts payable by Purchaser under this Section 9.2(a) shall be paid by the Applicable Property Transferees in the event that the Applicable Closing is consummated hereunder, which amounts (i) shall be allocated to the Applicable Property Transferee if and to the extent that any amount specifically relates only to the Property acquired by such Applicable Property Transferee (as is the case, for example, with respect to title insurance and Transfer Taxes) or (ii) shall be allocated among all the Applicable Property Transferees in proportion to the allocation of the Purchase Price among the Applicable Property Transferees set forth in Schedule I if and to the extent that any amount does not specifically relate only to the Property acquired by an Applicable Property Transferee. To the extent that the Third-Party Costs are known and have or shall be paid on or prior to the Applicable Closing Date, within two Business Days prior to the Applicable Closing Date, Purchaser shall provide Sellers with written notice and a copy of the calculations of any amounts due to Purchaser or to Sellers pursuant to this Section and such party responsible for reimbursing the other party for its portion of these costs and expenses shall reimburse the applicable party on the Applicable Closing Date. No later than thirty (30) days after the sixth month anniversary of the Initial Closing Date, Purchaser shall provide Sellers with written notice and a copy of the calculations of any amounts due to Purchaser or to Sellers pursuant to this Section which were not paid by the applicable party on the Applicable Closing Date and such party responsible for reimbursing the other party for its portion of these costs and expenses shall promptly reimburse the applicable party. (b) As used herein, the parties agree that (a) Seller term "Transfer Taxes" shall pay mean any transfer, sales, use, gross receipts recordation or other similar taxes, impositions, expenses or fees incurred in connection with each Applicable Closing and the consummation of the Financing and/or the recordation or filing of any documents or instruments in connection therewith or the sale, transfer or conveyance of the Properties from Sellers to Purchaser or the lease of each Property from Purchaser to Tenant. Transfer Taxes shall not include, and each Owner shall be solely responsible for any taxes charged due in respect of its income, net worth or capital, if any, and any privilege, sales and occupancy taxes, due or owing to any governmental entity in connection with the operation of its Property for any period of time prior to the Applicable Closing, and Purchaser or Tenant, as applicable, shall be solely responsible for all such taxes for any period from and after the Applicable Closing, and provided further that any income tax arising as a result of the sale and transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) any Property by Sellers to Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with be the transfer sole responsibility of those Properties located in ColoradoSellers.

Closing Costs. With respect to each Property: (a) Seller and Purchaser shall each pay (i) subject to Section 5.4(c), any assumption the fees and expenses of its own counsel in connection with its assumption this transaction. The Deed and other agreements and instruments related to the transaction contemplated by this Agreement and such legal costs shall not be part of the Assumed Loansclosing costs; (ii) provided, however, that if any mortgage or similar taxes on new financing obtained by Purchaser (legal action is instituted under this Agreement, the prevailing party in such action shall be entitled to recover from the other party costs related to such legal action, including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxesreasonable attorneys' fees and costs in all trial, use taxesappellate, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) onepost-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; judgment, and (viii) any Special Purpose Entity Feesbankruptcy proceedings. (b) Each Seller shall pay pay: (i) Any applicable transfer taxes payable in connection with the base premium for the applicable Title Policy to the extent required transaction contemplated by Section 4.1; this Agreement; (ii) Real estate taxes due and payable prior to and in 2023; (iii) Any and all existing deferred special assessments and property taxes deductions and interest thereon pursuant to the Green Acres program under Minn. § 273.111 (“Green Acres Program”) that the county or city requires be paid because of the transfer of title and/or disenrollment or removal of the Property from the Green Acres Program; (iv) All levied special assessments; (v) The commission owed to the Broker, if any, pursuant to Article IX of this Agreement; (vi) All recording fees for the release of any liens on the Property, as required pursuant to the terms of this Agreement; (vii) 50% of all (aa) title insurance costs and premiums, including the costs of the title commitment and a base ALTA® Owner's Policy, 2021 v. 01.00 (Effective 07-01-2021) (the “Title Policy”) issued by Old Republic National Title Insurance Company (the “Title Company”), but not any portion of the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; endorsements requested by Purchaser, (iiibb) one-half closing costs, and (1/2cc) of the customary closing costs of the Escrow Agent’s costs and fees associated with its holding and disbursing the Xxxxxxx Money; and (ivviii) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)All pending special assessments. (c) Purchaser shall pay: (i) Real estate taxes due and payable in 2024 and thereafter; (ii) 50% of all (aa) title insurance costs, including the costs of the title commitment and the Title Policy, (bb) closing costs, and (cc) Escrow Agent's costs and fees associated with its holding and disbursing the Xxxxxxx Money; (iii) The parties shall pay costs of any endorsements to the transfer, sales, use, gross receipts or similar taxes charged Title Policy requested by Xxxxxxxxx; (iv) All pending special assessments; and (v) All recording fees and state deed tax due and payable in connection with the transfer of each Property according to the custom recording of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoDeed.

Closing Costs. With respect to each Property: (a) Purchaser shall pay bear the cost of (i) subject to Section 5.4(c), any assumption fees in connection with its assumption the title search and preparation of the Assumed LoansTitle Commitment prepared by the Title Company, and the premium for Purchaser’s title policy and any and all endorsements requested by Purchaser or its lender; (ii) any mortgage or similar taxes on new financing obtained by Purchaser one half (including 1/2 of the Seller Loans); (iii) any taxes associated fees and charges of third parties in connection with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s PropertySurvey; (iii) one-half (1/2) of the customary closing costs documentary transfer taxes and the recording fees for the Deed, subject to a maximum amount of the Escrow Agent$4,683 for such taxes and fees; (iv) one-half (1/2) of all escrow and closing fees relating to the fees sale of any counsel or consultant representing such Seller in this transactionthe Property; (v) all late fees, penalties or subject escrow and closing fees relating to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)Purchaser’s financing; and (vi) any other closing costs mortgage taxes or recording fees for any mortgages securing Purchaser’s financing; and (vii) one-half (1/2) of the fees and charges customarily borne by a seller of commercial real estate third parties in connection with the state Environmental Reports. Seller shall bear the cost of (i) any commission due to Broker (as defined in which Article X); (ii) the applicable Property is located which are greater of (x) one-half (1/2) of the documentary transfer taxes and the recording fees for the Deed and (y) the amount of such taxes and fees not expressly provided required to be paid by Purchaser pursuant to preceding sentence of this Section 5.6; (iii) one-half (1/2) of all escrow and closing fees relating to the sale of the Property (but not in Section 6.5.10(aconnection with any financing by Purchaser, which shall be paid solely by Purchaser). ; (civ) The one-half (1/2) of the fees and charges of third parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer Survey, and (vi) one half (1/2) of each Property according the fees and charges of third parties in connection with the Environmental Reports. Each party shall pay its own attorneys’ fees pertaining to the custom sale of the state or commonwealth in which such 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. In light of the foregoing, the The parties agree that (a) Seller shall pay any transferto cooperate in all reasonable respects to minimize all such costs, salespremiums, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiataxes, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradofees.

Closing Costs. With respect to each Property: (a) Purchaser shall pay for (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of charges for any extended coverage and/or the Assumed LoansSpecial Endorsements; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans)costs of Purchaser's inspections of the Property; (iii) any taxes associated with the assumption cost of the Assumed Loansrecording said special warranty deed and other instruments of conveyance; (iv) one-half of any sales taxesescrow fee, use taxes, or similar chargesnot to exceed TWO HUNDRED FIFTY AND 00/100 DOLLARS ($250.00); (v) the costs of the appraisals and environmental reports relating to the Property to the extent provided in Section 8 above; (vi) the costs of the As-Built Survey relating to the Property to the extent provided in Section 6 above; and (vi) any premiums other costs customarily paid by purchasers of similar property. Seller shall pay for (i) documentary stamp taxes or fees any other state, county and/or local transfer taxes required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1special warranty deeds, if any; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Propertycorrective title instruments; (iii) one-half (1/2) of the customary closing costs of premiums for the Escrow Agentowner's title insurance policy to be issued pursuant to the updated Title Commitment, excluding any charges for any extended coverage and/or the Special Endorsements to the title insurance policies which shall be paid by Purchaser; (iv) the fees costs to remove, or costs of endorsements providing insurance coverage over any counsel Title/Survey Objection or consultant representing such Seller in this transactionNew Title/Survey Exception; (v) all late feesthe costs of the appraisals, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only and environmental reports relating to the Assumption Sellers Property to the extent provided in Section 8 above; (vi) the costs of the As-Built Survey relating to the Property to the extent provided in Section 6 above; (vii) the costs of the Title Commitments (including all updates thereof) and applicable only if such Property has the Survey of the Property; (viii) one-half of any escrow fee, not been converted to a Payoff Propertyexceed TWO HUNDRED FIFTY AND 00/100 DOLLARS ($250.00); and (vi) any ix)any other closing costs or charges STORE NO. 2630 customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by sellers of similar Property. Each of Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) and Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradobear its own attorneys' fees.

Closing Costs. With respect to each Property: (a) Except as otherwise expressly provided herein, each of Seller and Purchaser shall be responsible for the payment of its respective fees, costs and expenses associated with the execution of this Agreement through the Closing; provided that Purchaser and Seller shall each pay 50% of (i) subject to Section 5.4(c)the costs and fees incurred by the law firm of Ballard Spahr Andrews & Ingersoll LLP for its services rendered in coxxxxxxxx xxxx xxx xxxrovxx, any assumption fees in connection with its assumption of xxxxxnt or affirmation as may be required by the Assumed Loans; related bond authorities for the transactions contemplated hereby, and (ii) any mortgage or similar taxes on new financing obtained fees charged for services rendered by Purchaser (including counsel for the Seller Loans); (iii) any taxes associated bond authorities in connection with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Feesforegoing. (b) Each At or before the Closing, Seller shall pay fifty percent (50%) of the following amounts in connection with the Closing: (i) any escrow or closing charges of the base premium title company selected by Purchaser to issue owner's title policies for the applicable Real Property (the "Title Policy to the extent required by Section 4.1; Company"), (ii) the premium for the owner's title policy issued to Purchaser including the cost of recording any instruments required date-down endorsement and/or non-imputation endorsement and all customary endorsements for similar commercial transactions to discharge remove the standard title exceptions, but excluding any liens or encumbrances against such Seller’s Property; other special endorsements requested by Purchaser (which shall be paid by Purchaser), (iii) one-half (1/2) of the customary closing costs of preparing any new surveys relating to the Escrow Agent; title policies contemplated by clause (ii) above, and (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) and all late sales tax, documentary, stamp tax, transfer taxes and recording fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties At or before the Closing, Purchaser shall pay fifty percent (50%) of the transfer, sales, use, gross receipts or similar taxes charged following amounts in connection with the transfer Closing: (i) any escrow or closing charges of each Property according the Title Company, (ii) the premium for the owner's title policy issued to Purchaser including the cost of any date-down endorsement and/or non-imputation endorsement and all customary endorsements for similar commercial transactions to remove the standard title exceptions, but excluding any other special endorsements requested by Purchaser (which shall be paid by Purchaser), (iii) the costs of preparing any new surveys relating to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that title policies contemplated by clause (aii) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiaabove, and (biv) any and all sales tax, documentary, stamp tax, transfer taxes or recording fees. In addition, Purchaser shall pay the cost of any transfertitle insurance issued in favor of any lender of Purchaser, sales, use, gross receipts or similar taxes charged in connection and the costs associated with the transfer of those Properties located in Coloradoinspections and investigations conducted by Purchaser or its agents or representatives.

Closing Costs. With At each Closing, with respect to each Property: the Sites that are the subject of such Closing, Seller will pay (a) Purchaser shall pay the costs of releasing all liens and other encumbrances that are required by this Agreement to be released by Seller and of recording such releases; (ib) subject one-half of the fees and costs due Escrow Agent for its sale escrow services under this Agreement; (c) to Section 5.4(c)the extent Seller is responsible for such costs for Sites located in the respective state pursuant to Schedule 5.6 attached to this Agreement, any assumption state, county and local documentary, franchise or transfer taxes assessed on the conveyance by Seller to Buyer of the respective Site based the amount of the Allocated Purchase Price for such Site; (d) all Loan Prepayment Costs applicable to any Loans being prepaid as part of the subject Closing, as provided in Section 1.9 above; (e) its own legal fees and fees for advisory services in connection with its assumption of the Assumed Loansherewith; (iif) any mortgage or similar taxes on new financing obtained the cost of affirmative insurance as required by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required this Agreement to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1Seller; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (iig) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, Deeds and any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only Documents to the Assumption Sellers and applicable only if extent such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges are customarily borne paid by a seller of commercial real estate sellers in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth jurisdiction in which such Property Site is locatedlocated and (h) all other costs this Agreement expressly requires Seller to pay. In light If, pursuant to Section 1.2, Seller elects to receive any OP Units or AFIN Common Stock as part of the foregoingPurchase Price, the parties agree that (a) then Seller shall also pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiacause to be paid, and shall indemnify and hold harmless Buyer and its affiliates from and against, any additional Taxes incurred with respect to any sale, exchange or other disposition of such OP Units or AFIN Common Stock or of any units of partnership interest in AFIN Buyer into which the OP Units are converted or any AFIN Common Stock for which any such OP Units are exchanged. At each Closing, with respect to the Sites that are the subject of such Closing, Buyer will pay (bi) Purchaser shall pay all title insurance costs and charges, including any transfercosts for standard coverage, salesextended coverage, usetitle endorsements, gross receipts lender policies or similar taxes charged other coverage requested by Buyer (except as set forth in connection with the transfer of those Properties located in Colorado.clause (f) above);

Closing Costs. With respect In addition to each Property: (a) Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required other costs and expenses to be paid by Purchaser the Seller Parties set forth elsewhere in this Agreement, the Seller Parties shall pay for the following items in connection with respect to the applicable Title Policy pursuant to Section 4.1; this transaction: (vii) one-one half (1/2) of the customary closing costs of fees and expenses for the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost fees and expenses of recording its own attorneys, accountants and consultants. In addition to the other costs and expenses to be paid by the Purchaser Parties as set forth elsewhere in this Agreement, the Purchaser Parties shall pay for the following items in connection with this transaction: (1) any instruments required to discharge any liens or encumbrances against such Seller’s Propertytransfer taxes payable in connection with the conveyance of the Target Interests; (iii2) one-the fees and expenses incurred by the Purchaser Parties for Purchaser Parties’ Inspectors or otherwise in connection with the Inspections; (3) the premium, fees and expenses for the Title Commitment, Title Policy and Survey; (4) any sales or similar tax (other than transfer tax, which is addressed above) payable in connection with the conveyance of the Target Interests; (5) any recording charges; (6) any fees or expenses payable for the assignment, transfer or conveyance (by change of control as contemplated hereby) of any Contracts, Licenses and Permits, IT Systems, Intellectual Property, Plans and Specifications and Warranties, (7) one half (1/2) of the customary closing costs of fees and expenses for the Escrow Agent; (iv8) any mortgage tax, title insurance fees and expenses for any loan title insurance policies, recording charges or other amounts payable in connection with any financing obtained by the Purchaser Parties; and (9) the fees and expenses of any counsel or consultant representing such Seller its own attorneys, accountants and consultants. All other fees, costs and expenses not expressly addressed in this transaction; (vSection 5(c) all late fees, penalties or subject to all other applicable provisions of elsewhere in this Agreement, any other sums due on Agreement shall be allocated between the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina Parties and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or Parties in accordance with applicable local custom for similar taxes charged in connection with the transfer of those Properties located in Coloradotransactions.

Closing Costs. With respect to each Property: Seller shall pay (a) Purchaser shall pay (i) subject to Section 5.4(c), the fees of any assumption fees counsel representing it in connection with its assumption of the Assumed Loansthis transaction; (iib) Title Company’s premium for the Standard Title Policy, but excluding the premium cost of any mortgage or similar taxes on new financing obtained endorsements thereto required by Purchaser or Purchaser’s lender (including the except for any endorsements Seller Loansagrees to obtain pursuant to Article II, which shall be at Seller’s sole cost and expense); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vic) one-half (1/2) of the customary any escrow fee and closing costs; and (d) any recording costs and other costs which may be charged by Title Company or Seller’s lender to release any Seller’s financing-related documents or otherwise necessary with respect to any cure elected to be pursued by Seller in connection with any Objection under Section 2.3 above, but exclusive of the Escrow Agent; any such costs or fees related to Purchaser’s financing. Purchaser shall pay (viii) the fees of any counsel or consultant representing Purchaser in connection with this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary any escrow fees and closing costs of charged by Title Company; (iii) the Escrow Agentpremium cost attributable to any additional endorsements expressly requested by Purchaser or Purchaser’s lender (except for any endorsements Seller agrees to obtain pursuant to Article II); (iv) the fees of all costs related to any counsel or consultant representing such Seller in this transactionfinancing obtained by Purchaser; (v) all late fees, penalties and any sales tax or subject use tax related to all other applicable provisions transfer of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only title to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate transfer, stamp or documentary taxes; and (vii) any recording and filing fees (including, without limitation, as to recordation of the Deed). All other costs and expenses incident to this transaction and the closing thereof shall be paid as customary in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom location of the state Closing or commonwealth as may otherwise be specifically set forth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradothis Agreement.

Closing Costs. With respect to each PropertyCosts of the transaction contemplated by this Agreement shall be allocated as follows: (a) Purchaser and Seller each shall pay one-half of the fees and charges of Title Company for acting as escrow holder under this Agreement. (b) Purchaser shall pay (i) subject to Section 5.4(c)the fees for recording the Deed, any assumption (ii) all fees and costs in connection with its assumption Purchaser’s financing, if any, not paid by Purchaser’s lenders (including the premium for a lender’s policy of title insurance and endorsements thereto), (iii) the premium for the ALTA extended coverage portion of the Assumed Loans; Title Policy, including the premiums for any endorsements to the Title Policy that Purchaser requests which are not covered by the payment of the premium described in Section 7(c)(ii) below, (iiiv) the cost of any mortgage or similar taxes on new financing obtained co-insurance and reinsurance required by Purchaser (including the Seller Loansor its lenders, if any); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; and (v) the cost of any premiums modifications or fees required supplements to be paid the Survey requested by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser its lenders, if any). Nothing contained in this transaction; and (viii) any Special Purpose Entity FeesAgreement shall be deemed or construed to make the Closing contingent on Purchaser obtaining a loan or commitment therefor. (bc) Each Seller shall pay (i) all state, county and city documentary transfer taxes or stamp taxes imposed upon the base conveyance of the Real Property to Purchaser, (ii) all premiums for any endorsements to the Title Policy for removing from the Title Policy any (A) Must Removes or (B) exceptions which Seller has agreed to remove through such endorsements pursuant to Section 4(b)(x) or (y) above, (iii) the premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) CLTA standard coverage portion of the customary closing costs of the Escrow Agent; Title Policy, and (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject commission due to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Eastdil Realty. (cd) The parties Any other costs incurred through the escrow with Title Company shall be apportioned in the manner customary in escrows for transactions similar to that contemplated in this Agreement. (e) Purchaser shall pay any fees, costs and expenses that may be payable to Governmental Authorities prior to or at the transferClosing in order to transfer the Licenses and Permits in connection with Purchaser’s acquisition of the Property (in no event shall Seller be responsible for any such fees, salescosts or expenses payable in order to transfer any Licenses and Permits into Purchaser’s name, useor for the fees, gross receipts costs or similar taxes charged expenses of any consultants or advisors engaged by Purchaser in connection with the transfer of each Property according any Licenses and Permits). Purchaser shall be responsible for the payment of all fees, costs and expenses that may be payable for Purchaser to the custom of the state obtain new or commonwealth in which such Property is locatedsubstitute Licenses and Permits. In light of Notwithstanding the foregoing, the parties agree that transfer of any of such Licenses and Permits, and Purchaser’s receipt of any new Licenses and Permits or any such consents or approvals, shall not be a condition precedent to Purchaser’s obligation to consummate the transaction contemplated by this Agreement, nor shall any of the foregoing delay the Closing in any way. (af) Seller Except as otherwise expressly provided to the contrary in this Agreement, each party shall pay any transferall of its own legal, salesaccounting, use, gross receipts or similar taxes charged consulting and due diligence fees and costs and all other costs and expenses incurred by it in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Coloradotransaction contemplated by this Agreement.

Closing Costs. With respect to each Property(a) Sellers shall pay the following: (a) Purchaser shall pay (i) subject to Section 5.4(c), the fees of any assumption fees counsel representing it in connection with its assumption of the Assumed Loans; this transaction; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs any escrow fee which may be charged by Escrow Agent unless Purchaser receives a refund of the Xxxxxxx Money in which case Sellers shall not be responsible for any portion of any escrow fee which may be charged by Escrow Agent; (iii) the cost of all documentary stamp, deed recording and other transfer taxes, if any, incurred in connection with the sale of the Properties to Purchaser; and (viiiv) the aggregate amount of all prepayment penalties and prepayment fees due and payable by each Seller in connection with the payoff at Closing of the existing loan secured by a mortgage, deed to secure debt or deed of trust encumbering the Premises. (b) Purchaser shall pay the following: (i) the fees of any counsel or consultant representing Purchaser in connection with this transaction; and (viii) any Special Purpose Entity Fees.; (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of the any update or recertification of the Existing Surveys; (iii) the fees for recording the deeds conveying the Properties to Purchaser or any instruments other conveyance forms required to discharge any liens be recorded or encumbrances against such Seller’s Property; filed under local law or custom; (iiiiv) one-half (1/2) of the customary closing costs any escrow fees charged by Escrow Agent unless Purchaser receives a refund of the Xxxxxxx Money in which case Purchaser shall be responsible for the entire portion of any escrow fee which may be charged by Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; and (v) all late feescosts (including title insurance premiums) relating to procurement of the Title Commitments and/or the Title Policies and any requested endorsements, penalties whether owner’s or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)lender endorsements. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according All other costs and expenses incident to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina this transaction and the Commonwealth of Virginia, and (b) Purchaser closing thereof shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with be paid by the transfer of those Properties located in Coloradoparty incurring same.

Closing Costs. With respect to each Property: If the Closing shall occur, Optionor shall pay, at or before Closing, (a) Purchaser shall pay one-half the premium for Pabst’s California owner’s policy of title insurance (i) subject to Section 5.4(cthe “Title Policy”), (b) all transfer, excise, sales and/or similar taxes (other than income taxes or franchise taxes) which may be assessed against any assumption fees proceeds received by Optionor or MillerCoors in connection with its assumption Optionor’s and MillerCoors’ transfer to Pabst of title to the Purchased Assets (all such taxes, the “Applicable Transfer and Sales Taxes”) in excess of the Assumed Loans; amount of Applicable Transfer and Sales Taxes for which Pabst is responsible for under this Section 12.1(b), (iic) any mortgage or similar taxes on new financing obtained by Purchaser one-half (including 1/2) the Seller Loans); fees for recording the Deed conveying the Real Property to Pabst and (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vid) one-half (1/2) of the customary closing costs escrow fee (if any) charged by Escrow Agent in connection with the transaction that is the subject of the Escrow Agent; (vii) the fees of any counsel this Agreement. Pabst shall pay, at or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay before Closing, (i) the base premium one half of all Applicable Transfer and Sales Taxes, except Pabst shall not be responsible for the any Applicable Transfer and Sales Taxes applicable Title Policy to the extent required by Section 4.1; transfer of personal property in excess of $2,000,000, (ii) the cost of recording any instruments required extended coverage, endorsements or other modifications requested by Pabst to discharge any liens or encumbrances against such Seller’s Property; the Title Policy, (iii) one-half (1/2) of the customary closing costs of escrow fee (if any) charged by Escrow Agent in connection with the Escrow Agent; (iv) transaction that is the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on (iv) one-half the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); premium for Pabst’s California owner's policy of title insurance and (viv) any one-half the fees for recording the Deed. Any other closing Closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which Closing expenses that are not expressly provided to for in this Agreement shall be paid by Purchaser in Section 6.5.10(a). allocated fifty-fifty (c50/50) The parties shall pay as between MillerCoors and Optionor, on the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiaone hand, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with Pabst on the transfer of those Properties located in Coloradoother hand.

Closing Costs. With respect to each PropertyEach party shall pay the costs and expenses that are customarily paid by a purchaser or seller, as applicable, in a commercial real estate transaction in the locality where the Property is located, except the following costs (the “Closing Costs”) shall be allocated as follows: (ai) Purchaser At Closing, Seller shall pay be responsible for payment of the following items: (i) subject to Section 5.4(c)Seller’s attorneys’ fees, any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar all transfer taxes on new financing obtained by Purchaser (including due as a result of the Seller Loans); sale of the Property, if any, (iii) any taxes associated with the assumption that portion of the Assumed Loans; (iv) any sales taxes, use taxes, escrow or similar charges; (v) any premiums or fees required to be paid closing fee charged by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; Holder being the lesser of (viia) the fees one half of any counsel such fee or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent$1,200.00; (iv) the fees pay-off amounts, pre-payment penalties, recording fees, and other costs of any counsel or consultant representing such Seller in this transactionremoving and releasing all Monetary Liens and other title exceptions that are not Permitted Exceptions hereunder; (v) all late fees, penalties or subject to all other applicable provisions the cost of this Agreement, any other sums due on preparing the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)Deed; and (vi) the commission for any other closing costs broker or charges customarily borne listing agent hired by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged Seller in connection with the transfer Transaction. (ii) At Closing, Purchaser shall be responsible for payment of each Property the following items: (i) the cost of the due diligence inspections, tests, and studies that Purchaser conducts, (ii) Purchaser’s attorney’s fees, (iii) the cost of any endorsements to Purchaser’s Owner’s Policy, (iv) the costs of the title search, (v) the fee for recording the Deed in the land records, and (vi) that portion of the escrow or closing fee charged by the Escrow Holder not allocable to Seller according to Section 12(e)(i) above. (iii) In the custom of the state or commonwealth in which such Property event this Agreement is located. In light of the foregoingterminated prior to Closing, the parties agree shall still be responsible for any of the Closing Costs that (aare still owed despite the Transaction not Closing. The obligations of this Section 12(e) Seller shall pay any transfer, sales, use, gross receipts survive the termination of this Agreement or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoClosing.

Closing Costs. With respect to each Property(a) Sellers shall pay the following costs and expenses at Closing: (a1) Purchaser shall pay Sellers’ prorated share of real estate and tangible personal property taxes, rents or assessments as set forth in this Agreement; (2) The cost of issuing the Title Insurance Commitments and sixty percent (60%) of the premium for the Title Policies other than (i) subject the premiums and costs for issuing any endorsements or additional coverage to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; Title Policies and (ii) any mortgage title insurance premium or similar taxes on new financing obtained by Purchaser cost (including the Seller Loans); endorsements and additional coverage with respect thereto) related to Buyer’s financing. (iii3) any taxes associated with the assumption Sellers’ own legal expenses; (4) One-half of the Assumed Loans; closing fee and/or settlement fee (ivincluding excise taxes thereon) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid charged by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; ; (vii5) All costs of satisfying in full any existing debt secured by the fees Property and removing any monetary encumbrances from the Title Policies; (6) Sellers shall pay the Broker fees; (7) One half of the amount of any counsel transfer or consultant representing Purchaser in stamp taxes pertaining to the transfer of the Property from Sellers to Buyer. (8) Any and all other costs and expenses expressly allocated to Sellers under this transaction; and Agreement. (viii9) All Management Termination Fees. (10) Any termination charges relating to the termination of any Special Purpose Entity FeesOperating Agreements. (b) Each Seller Buyer shall pay the following costs and expenses at Closing: (i1) Costs of transferring any Operating Agreements; (2) Costs of recording the base Assignment and Assumption of Ground Leases and any other transfer documents requiring recordation (excluding, however, the amount of any transfer or stamp taxes pertaining to the transfer of the Property from Seller to Buyer which shall be equally shared by Sellers and Buyer pursuant to Section 12.03(a)(7) and 12.03(b)(13)); (3) Forty percent (40%) of the premium for the applicable Title Policies and one hundred percent (100%) of all premiums and costs for issuing any endorsements or additional coverage to the Title Policy and any title insurance premium or cost (including endorsements and additional coverage with respect thereto) related to Buyer’s financing; (4) Costs of supplying tax certificates to the extent required Title Company, if required; (5) The amount of any sales or use taxes pertaining to the transfer of the Personal Property from Sellers to Buyer; (6) Any indebtedness or mortgage related taxes and recording or other fees relating to any mortgage, deed of trust or other security instrument executed by Section 4.1; Buyer; (ii7) All fees, costs and expenses incurred with respect to any purchase money financing incurred by Buyer; (8) Buyer’s prorated share of all real estate and tangible personal property taxes, rents, or assessments as set forth in this Agreement; (9) Buyer’s own legal expenses; (10) One-half of the closing fee and/or settlement fee (including any excise taxes thereon) charged by Escrow Agent; (11) The cost of recording preparing any instruments required updates to discharge any liens the Surveys; (12) Any costs or encumbrances against such Seller’s expenses incurred by Buyer in connection with its inspections and due diligence performed on the Property; and (iii13) oneOne-half (1/2) of the customary closing costs amount of any transfer or stamp tax pertaining to the transfer of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject Property from Sellers to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Buyer. (c14) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according Any and all other costs and expenses expressly allocated to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that Buyer under this Agreement. (a15) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoAll fees to obtain new liquor licenses.

Closing Costs. With respect to each Property: (a) Purchaser In connection with the Closing, subject to Buyer receiving credit therefor pursuant to Section 2.2(k)(ii), Buyer shall pay bear those out-of-pocket costs, fees and expenses (other than any legal, advisory or other professional fees incurred by Seller or any of its Affiliates, which shall be the sole responsibility of Seller or any of its Affiliates) required to be incurred in connection with, or arising as a result of, (i) subject obtaining any Third Party Approvals and Notifications, including (A) obtaining any Lender Consent (covering in all cases any legal fees incurred by a third party, application fees, agency fees, or transfer fees (whether pursuant to Section 5.4(cthe terms of the applicable Existing Loan or otherwise) or any title or other miscellaneous search fees), and (B) obtaining any assumption University Consent or the consent or estoppel of a landlord under a Ground Lease (it being understood that no payments made to any ground lessor or University on account of any Third Party Approvals and Notifications shall be included in Closing Costs except for their legal and third party fees, application fees and other processing fees and charges and expenses), (ii) the property condition reports and any other third party reports related to Buyer’s diligence of, or access to, the Company, the Company Subsidiaries, the Real Property or the Communities including without limitation, title, survey and zoning reports, but only if in each case such reports, or other information are or have been expressly ordered or purchased by Buyer, (iii) the Share Units Expenses set forth in Annex I, (iv) amounts payable to employees of the Company and the Company Subsidiaries, including, without limitation, pursuant to the Retention Bonus Plan and Change In Control Severance Plan, (v) releases of all Liens, with associated costs as set forth on Section 2.8(a) of the Disclosure Schedule, against any of the assets of the Company and its Subsidiaries, (vi) costs paid or payable in connection with its assumption a termination of the Assumed Loans; Dallas office lease, (iivii) all sales, use, transfer and other similar Taxes, including any realty transfer Tax and any stock or asset transfer stamp Tax, arising from the purchase by Buyer and sale of the Interests and the direct or indirect transfer of the Communities and the Real Property (the “Transfer Taxes”), (viii) all mortgage or similar taxes on Taxes, loan origination fees, appraisal, due diligence and application costs and other expenses in connection with obtaining new financing obtained by Purchaser on the Real Property and (including ix) the Seller Loans); lesser of (iiiA) any taxes associated with the assumption 50% of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to cost of the applicable Title Policy director and officer liability insurance policy purchased pursuant to Section 4.1; 6.11(f) hereof or (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (viiB) the cost of such policy that exceeds $80,000 (all such costs, fees and expenses, and all Transfer Taxes, are referred to herein as “Closing Costs”). In addition, for purposes of any counsel or consultant representing Purchaser Section 2.2(k)(ii) only, Closing Costs may also include additional costs not set forth above reasonably incurred to satisfy the conditions to Closing set forth in this transaction; Section 7.1 and (viii) any Special Purpose Entity FeesSection 7.2. Closing Costs must be reasonable and documented. (b) Each In connection with the Closing, Buyer shall bear any and all costs incurred in connection with prepaying or defeasing any Existing Loan (other than Item 1 on Annex E as delivered on the date hereof), provided that, pursuant to Section 6.1(b) hereof, neither the Company nor Seller shall pay prepay or defease any Existing Loan (i) other than Item 1 on Annex E as delivered on the base premium for the applicable Title Policy date hereof), or agree to the extent required by foregoing, without the prior written consent of Buyer or as permitted pursuant to Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a2.5(b). (c) The parties Final Purchase Price paid by Buyer at the Closing shall pay be adjusted at Closing in the transferamount of $10.3 million pursuant to Section 2.2(k), sales, use, gross receipts or similar taxes charged which amount shall serve as a credit to Buyer in connection with the transfer of each Property according Closing to assist the custom of the state or commonwealth Buyer in which such Property is located. In light of the foregoingpaying expenses and costs not otherwise provided for in Section 2.8(a) above, including without limitation, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged Buyer identified costs included in connection with the transfer Tab 4 of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.Annex F.