Common use of Closing Costs Clause in Contracts

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereof.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with Seller shall pay for the transactions contemplated hereby, following items from its own funds on or before the Closing Date: (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of any Existing Loan, (ei) any costs associated with issuance and continuation of the Commitment (as defined below); (ii) recording costs for any new financinginstruments necessary to clear title of the Land; (iii) subject to any limitation as provided for in this Agreement, including the amounts required to be paid to satisfy those requirements which are the responsibility of Seller pursuant hereto, and to pay any application other items that are required to be paid by Seller pursuant hereto; and (iv) All ad valorem taxes with respect to the Land for 2005. (b) Buyer shall pay for the following items from its own funds on, before or after the Closing Date; (i) the cost of examining title in obtaining any title insurance policy on the Property, and commitment the premiums and any other related fees or and costs in the costs of such new owners and lender’s other requirementstitle insurance policies, updates and/or reports; (f) its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid to the Supervisor for services not included in the basic supervisory fees, (gii) any out-of-pocket and all costs and expenses for any surveys for inspection and feasibility studies obtained by Buyer; (iii) all of Buyer’s financing costs, if any, in order to obtain all or fees relating to any portion of the Consent Solicitation (Purchase Price, including, without limitation, the documentary stamp tax, intangible tax and recording costs of printing with respect to any promissory note and mailing mortgage; and (iv) subject to any limitation as provided for in the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the amounts required to be paid to satisfy those requirements which are the responsibility of Buyer pursuant hereto and to pay any other documents contemplated items that are required to be paid by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, Buyer pursuant hereto. (v) all ad valorem taxes with respect to the extent any of the foregoing Land for which the Company all periods beginning after December 31, 2005. (c) Except as otherwise set forth herein, Buyer and the Operating Partnership are responsible pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor Seller shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership shall each 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, each Contributing Entity shall be responsible for its allocable portion payment of such costs party’s own professional fees, including but not limited to attorneys’ fees, accounting fees, engineering fees and expenses incurred prior to the date that this Agreement terminates in accordance with the terms hereoflike.

Closing Costs. Without limitation on and With respect to each Property: (a) Purchaser shall pay (i) subject to Section 1.9(c5.4(c), any assumption fees in connection with its assumption of the Company and the Operating Partnership shall be responsible for Assumed Loans; (aii) 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 documentary 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, stampsales, filinguse, recording, conveyance, intangible, sales and other gross receipts or similar Taxes incurred taxes charged in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) transfer of each Property according to the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits custom of the Propertystate or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (da) Seller shall pay any and all assumptiontransfer, prepayment sales, use, gross receipts or other fees, penalties or amounts due and payable similar taxes charged in connection with the discharge and satisfaction or the assumption transfer of 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 Supervisor for services not included those Properties located in the basic supervisory feesStates of Georgia, (g) any out-of-pocket costs or fees relating to the Consent Solicitation (includingOhio, without limitation, the costs of printing and mailing the Consent Solicitation South Carolina and the fees Commonwealth of the proxy solicitorVirginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred similar taxes charged in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent any transfer 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 provide 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, each Contributing Entity shall be responsible for its allocable portion of such costs and expenses incurred prior to the date that this Agreement terminates those Properties located in accordance with the terms hereofColorado.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Seller shall be responsible for pay: (a) the fees of any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred counsel representing it in connection with the transactions contemplated hereby, this transaction; (b) all escrow release fees and costs, other charges required to be paid in order to release from the Property the lien of any mortgage or other security interest that Seller is obligated to remove pursuant to the terms of this Agreement; (c) one-half (1/2) of the basic premium for the Owner’s Policy of Title Insurance to be issued to Purchaser by the Title Company at Closing (specifically excluding any additional premium chargeable for modification of the exceptions, issuance of endorsements or other extended coverage, all of which shall be the cost of Purchaser); and (d) one-half (1/2) of any escrow fee which may be charged by the Title Company. Purchaser shall pay: (A) the costs of any survey to be obtained by Purchaser; (B) the fees for recording the Deed; (C) one-half (1/2) of the basic premium for the Owner’s Policy of Title Insurance to be issued to Purchaser by the Title Company at Closing and 100% of all additional premiums, fees and other costs associated with issuance of the Owner’s Policy, surveys, appraisals, environmental, physical and financial audits and the including costs of extended coverage and endorsements; (D) all premiums, fees and costs associated with the issuance of a mortgagee title insurance policy; (E) any other examinationsdocumentary or transfer tax, inspections documentary stamp tax, sales tax, or audits similar tax which becomes payable by reason of the transfer of the Property or any component thereof; (F) any and all costs and expenses in connection with obtaining financing for the purchase of the Property, (d) including without limitation any and all assumptionrecordation or transfer taxes required to be paid upon the recordation of any deed of trust, prepayment mortgage or other fees, penalties or amounts due security agreement executed and payable recorded in connection with the discharge and satisfaction or the assumption of any Existing Loan, such financing; (eG) 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred counsel representing Purchaser in connection with this transaction and any other expense(s) incurred by Purchaser or its representative(s) in inspecting or evaluating the transactions contemplated hereby Property or the IPO closing this transaction; and (jH) all one-half (1/2) of any escrow fees charged by the Title Company. All other costs and expenses incident to this Agreement, the other documents contemplated by this Agreement transaction and the documents and transactions contemplated hereby or thereby, and 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 closing thereof shall be paid by Contributor prior to Closing, Contributor shall provide the Company and party incurring 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, 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 accordance with the terms hereofsame.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership (a) Seller shall be responsible for paying the following closing costs: (ai) the cost to remove any and Must Cure Objections in accordance with Section 2.1 hereof; (ii) all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred applicable state and/or local realty or deed transfer taxes (or the local equivalents) in connection with the transactions contemplated hereby, transfer of the Property; (iii) the cost of the Title Reports ordered in connection with Section 2.1 hereof; and (iv) one-half (1/2) of the cost of Purchaser’s standard ALTA (2006) owner’s policy for the Property (in the amount of the Purchase Price) (the “Title Policy”). (b) all Purchaser shall be responsible for paying the following closing costs: (i) one-half (1/2) of the cost of the Title 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 costs to record the Deed; (v) the costs associated with acquisition financing, if any, including any mortgage recording fees, mortgage recording or 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 costs, (c) other customary charges of Escrow Agent and/or the costs Title Company. Each of Seller and Purchaser shall pay the fees and expenses of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable counsel representing such party in connection with the discharge and satisfaction or the assumption of 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 transaction contemplated by this Agreement. All 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents transaction contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 Closing shall be paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereofparty incurring same.

Closing Costs. Without limitation on Costs of closing this transaction will be allocated between Sellers and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for Buyer as follows: (a) Sellers shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred security interests in connection with its collateral relating to Seller or its constituent entities (any escrows held by the transactions contemplated herebyLenders will be returned to Seller or credited to Seller at Closing), (b) all escrow fees and costs, (cii) the costs cost of any Title Policy, surveys, appraisals, environmental, physical and financial audits and increasing the costs amount of any other examinations, inspections or audits the Owner Policy to the Purchase Price of the Property, (diii) 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 RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all assumptiontransfer fees and sales, prepayment intangibles, and conveyance taxes (or other feesequivalents) related to the Closing, penalties or amounts due if any, and payable (viii) the costs, if any, incurred by Seller in connection with the discharge and satisfaction or the assumption performance of any Existing Loan, (e) any costs associated with any new financingits obligations under this Contract, 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 endorsement to the Supervisor for services not included Title Policy which Seller, in the basic supervisory feesits sole and absolute discretion, agrees to obtain in order to cure title defects. (gb) 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 proxy solicitor) or 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 preparation and filing of final Tax returns, 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 SECTION 5.2(i), if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and expenses it and Contributor have (x) the costs, if any, incurred by Buyer in connection with the transactions contemplated hereby performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the IPO Closing, including, but not limited to, legal fees of Buyer and each Seller (j) all costs except in the event of litigation), will be borne and expenses incident to this Agreementpaid exclusively by the party incurring same, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or therebywithout reimbursement, and not specifically described above. The parties acknowledge and agree that, except to the extent any of the foregoing for which the Company and the Operating Partnership are responsible pursuant to otherwise specified in this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereofContract.

Closing Costs. Without limitation 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 subject to Section 1.9(csurtax, 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 Company work has been substantially completed, and Purchaser shall pay, on the Operating Partnership shall be responsible for (a) Closing Date, any documentary stamps or transfer taxes on the deed and all documentary transfersurtax, stampif any, filingthat, recordingunder state or local laws, conveyanceare imposed on the buyer or grantee, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits cost of the PropertyTitle Commitment, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 cost of printing and mailing any title searches or abstracts of the Consent Solicitation Property, and the fees 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 proxy solicitor) or associated with any approvals or deliverable items contemplated hereunderbenefit of Purchaser, including, without limitationbut not limited to, consentsany zoning, waiverspermitting or other certification that may be obtained by Purchaser or that may be required to be delivered to Purchaser by any governmental authority as a condition to the conveyance of the Property from Seller to Purchaser, assignments and assumptionsany other customary charges and costs of closing. In addition, Purchaser shall reimburse Seller for the cost of (ha) the Title Commitment and any search fees, the Survey, and the Phase I, which costs are, as of the date hereof, $500.00 for the 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 rates negotiated by Seller with the vendors, and (b) any costs or fees relating to the winding up of Contributorrecertifications, including the preparation endorsements and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred updates thereof required in connection with herewith. Notwithstanding the transactions contemplated hereby or foregoing, in the IPO and (j) all costs and expenses incident to event Purchaser assigns this Agreement after the full execution of this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or therebyprovided Purchaser receives Seller’s consent for said assignment as outlined in Section 10.8, and 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 provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership Purchaser shall be responsible for Seller’s attorney’s fees associated with said assignment in the reimbursement 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 escrow fees, closing fees, and any fees to Contributor therefor incurred at or prior to Closingprepare the Closing Statement charged by the Escrow Agent. The provisions of this Section 2.5 shall survive premiums for the Closing. In the event that the Closing does not occur, each Contributing Entity title insurance policies shall be responsible for its allocable portion of such costs and expenses incurred prior to at the date that this Agreement terminates in accordance with rates promulgated by the terms hereofstate or recording district, as applicable, where the Property is located.

Closing Costs. Without limitation on With respect to each Property, Purchaser shall bear the cost of (i) the title searches and subject to Section 1.9(c)preparation of the Title Commitments prepared by the Title Company, the Company and the Operating Partnership shall be responsible premium for (a) Purchaser’s title policies and any and all endorsements requested by Purchaser or its lender; (ii) updating the Survey for each Property if Purchaser so elects; (iii) one-half (1/2) of the documentary transfertransfer taxes and the recording fee for the Deeds; (iv) one-half (1/2) of all escrow and closing fees relating to the sale of such Property; (v) all escrow and closing fees relating to Purchaser’s financing; and (vi) any mortgage taxes or recording fees for any mortgages securing Purchaser’s financing. With respect to each Property, stamp, filing, recording, conveyance, intangible, sales 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 other similar Taxes incurred 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 (but not in connection with the transactions contemplated herebyany financing by Purchaser, which shall be paid solely by Purchaser); and (b) all escrow fees and costs, (civ) the costs of any the Title Policy, surveys, appraisals, environmental, physical and financial audits and Commitments prepared by the costs Title Company on behalf of any other examinations, inspections or audits Seller. Each party shall pay its own attorneys’ fees pertaining to the sale of the Property, (d) any and all assumption, prepayment or Properties. All other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 pertaining to the Supervisor sale of each Property shall be allocated as is customary 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the real estate transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described abovewhere such Property is located. The parties acknowledge agree to cooperate in all reasonable respects to minimize all such costs, premiums, taxes, 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 provide 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, 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 accordance with the terms hereoffees.

Closing Costs. Without limitation on and subject With reference to Section 1.9(c)Closing, the Company and the Operating Partnership shall be responsible for (a) any and WPPI shall pay (i) all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated herebycosts of obtaining a current Title Commitment, (b) all escrow fees and costs, (cii) the costs of any the standard owner’s Title Policy premiums up to the amount of the CWI Contribution (excluding the costs of the Title Endorsements), (iii) all costs, expenses and commissions due and owing to Broker, (iv) all Transfer Taxes, Sales Taxes, excise Taxes, value-added Taxes and similar Taxes except as provided below and in Sections 4.1 and 4.5, (v) recording fees for the deed and other conveyance documents and fifty percent (50%) of all escrow charges, (vi) Sales Taxes on its closing costs, if any, and (vii) except as otherwise allocated pursuant to the terms of this Agreement, all other costs customarily allocated to a seller of commercial real estate in King County; and (b) CWI shall pay (i) all costs of the Title Endorsements to the Title Policy, surveys, appraisals, environmental, physical and financial audits (ii) the additional costs of any extended coverage Title Policy premium and the costs of any other examinationsthe lender’s title policy and endorsements, inspections or audits (iii) up to One Million Four Hundred Thousand Dollars ($1,400,000) of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts initial Transfer Taxes due and payable in connection with the discharge sale of the Real Property pursuant to and satisfaction or the assumption of any Existing Loanin accordance with Section 4.1, (eiv) any costs associated with any new financing, including any application and commitment fees or the costs of such new lender’s other requirementsto update the existing survey, (fv) its own CWI’s due diligence costs and Contributor’s attorneys’ and advisors’ property inspection fees, charges and disbursements, including without limitation, any hourly rate fees paid to the 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 proxy solicitor) or 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 preparation cost of any additional environmental, asbestos, structural and filing of final Tax returnsphysical audits it deems necessary, (ivi) 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 the Real Property or the Hotel, (x) Sales Taxes on its closing costs, if any, and (xi) except as otherwise allocated pursuant to the terms of this Agreement, all other costs and expenses it and Contributor have incurred customarily allocated to a buyer of commercial real estate in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereofKing County.

Closing Costs. Without limitation on At Closing, Seller and subject to Section 1.9(c), Purchaser shall respectively pay the Company following costs and expenses: 7.3.1 Seller shall pay (i) the Operating Partnership shall be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes transfer tax or excise tax incurred in connection with the transactions contemplated hereby, recording of the Deed (bii) the cost of any base coverage title insurance policy including any search fees incurred in connection therewith; (iii) the fees and expenses of Seller’s attorneys; (iv) the cost to remove or discharge any Title Matter it agrees to satisfy or cure pursuant to Subsection 5.2.2; (v) one-half (1/2) of any escrow charges; (vi) brokerage fees payable to the Broker incurred in connection with the transfer of the Property; and (vii) any other costs and expenses actually incurred by Seller. 7.3.2 Purchaser shall pay (i) all escrow recording and filing fees for any documents executed in connection with this Agreement executed and delivered by Seller 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; (ciii) the costs cost of any Title Policy, surveys, appraisals, environmental, physical and financial audits all premiums for any Lender’s title insurance policy or policies and the costs of any other examinations, inspections endorsements to any owner’s or audits lender’s policy of the Property, title insurance obtained by Purchaser; (div) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption one-half (1/2) of any Existing Loan, escrow charges; (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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (jv) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent any incurred in connection with Purchaser’s inspection of the foregoing for which Property including the Company cost of any environmental assessments obtained by Purchaser; (vi) the fees and expenses of Purchaser’s attorneys; (vii) the Operating Partnership are responsible pursuant cost to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide prepare the Company survey; 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, each Contributing Entity shall be responsible for its allocable portion of such (viii) any other costs and expenses incurred prior to the date that this Agreement terminates in accordance with the terms hereofby Purchaser.

Closing Costs. Without limitation on With respect to each Property, Purchaser shall bear the cost of (i) the title searches and subject to Section 1.9(c)preparation of the Title Commitments prepared by the Title Company, the Company and the Operating Partnership shall be responsible premium for (a) the Title Policy and any and all endorsements to the Title Policy requested by Purchaser or its lender; (ii) the Survey for each Property; (iii) one-half (1/2) of the documentary transfer, stamp, filing, recording, conveyance, intangible, sales transfer taxes and other similar Taxes incurred the recording fee for the Deeds; (iv) one-half (1/2) of all escrow and closing 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) the fees and charges of third parties in connection with the transactions contemplated herebyEnvironmental Reports (which shall be credited to such Property’s Seller to the extent that such Seller has already paid such third parties). With respect to each Property, such Property’s Seller shall bear the cost of (bi) 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 fees relating to the sale of such Property (but not in connection with any financing by Purchaser, which shall be paid solely by Purchaser); and costs, (civ) the costs of any the Title Policy, surveys, appraisals, environmental, physical and financial audits and Commitments prepared by the costs of any other examinations, inspections or audits Seller’s Title Company. Each party shall pay its own attorneys’ fees pertaining to the sale of the Property, (d) any and all assumption, prepayment or Properties. All other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 pertaining to the Supervisor sale of each Property shall be allocated as is customary 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the real estate transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described abovewhere such Property is located. The parties acknowledge agree to cooperate in all reasonable respects to minimize all such costs, premiums, taxes, 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 provide 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, 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 accordance with the terms hereoffees.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any In connection with the conveyance of the Sale Assets by Seller to Purchaser, Seller shall pay or reimburse Purchaser, to the extent Purchaser has theretofore paid ("Seller's Closing Costs"), (i) the fees and all documentary transferexpenses of Seller's legal counsel, stamp(ii) upon Closing, filingone-half of the fee payable to the Lender in accordance with the terms of the Indenture for obtaining Lender's Consent, recording, conveyance, intangible, sales one-half of the fees payable to the rating agencies in accordance with the terms of the Indenture for their review of the transaction contemplated by this Agreement and other similar Taxes incurred 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 the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits obtaining Lender's Consent and the costs of any other examinations, inspections or audits rating agencies' review of the Propertytransaction contemplated by this Agreement, as the case may be, and (diii) any one-half of all transfer taxes and all assumption, prepayment or other fees, penalties or amounts due and if any, payable in connection with the discharge and satisfaction or purchase of the assumption of 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 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 Sale Assets and the fees liquidation of the proxy solicitorNevada Corporation and the Nevada Partnership. (b) or associated In connection with any approvals or deliverable items contemplated hereunderthe conveyance of the Sale Assets by Seller to Purchaser, including, without limitation, consents, waivers, assignments and assumptions, Purchaser shall pay (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, "Purchaser's Closing Costs"): (i) all other costs associated with its due diligence, (ii) the fees and expenses it 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 Contributor have incurred 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 transactions review, approval and documentation of the transaction contemplated hereby or the IPO and (j) all costs and expenses incident to by this Agreement, and (iv) one-half of all transfer taxes and fees, if any, payable in connection with the other documents contemplated by this Agreement purchase of the Sale Assets and the documents liquidation of the Nevada Corporation and transactions contemplated hereby or therebythe Nevada Partnership, and not specifically described above. The parties acknowledge (v) all title insurance premiums 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 provide 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. other charges. (c) The provisions of this Section 2.5 2.04 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) Seller shall pay: (1) The costs, if any, of satisfying any liens, curing title defects (including, if Seller elects to cure the defect or is required to cure in accordance With Section 7 of this Agreement, the cost and all documentary transferexpense of title policy endorsements required to accomplish same, stamp, filing, recording, conveyance, intangible, sales if any) and other similar Taxes recording any curative title documents; (2) The brokerage commission payable to Broker incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits sale of the PropertyShopping Center to Buyer, if and when this transaction closes, in accordance with a separate written agreement between Broker and Seller; (d3) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 Seller's attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid to the Supervisor for services not included in the basic supervisory fees, (g) any out-of-pocket costs or ' fees relating to the Consent Solicitation sale of the Property; (including, without limitation4) All of the documentary transfer taxes imposed upon the transactions contemplated hereby; (5) If and only if this transaction closes, the costs of printing the Phase 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 mailing only if this transaction closes, the Consent Solicitation and the fees costs of the proxy solicitorAppraisal to be obtained by Buyer, if any, not to exceed $4,000.00, which cost shall be paid at Closing; (7) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptions, (h) any costs or fees relating Subject to the winding up restrictions set forth herein, the costs of Contributor, an owner's policy of Title Insurance including the preparation Required Endorsements, not to exceed $24,000.00; and (8) If and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to only if this Agreementtransaction closes, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent any costs of the foregoing for new Survey to be obtained by Seller, not to exceed $5,000.00, 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 provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership cost shall be responsible for paid at Closing. (b) Buyer shall pay: (1) The costs of Buyer's due diligence investigations; (2) The costs of the reimbursement Phase I Assessment to Contributor therefor incurred at be obtained by Buyer, if any, in excess of$3,000.00; (3) The costs of Title Insurance in excess of $24,000.00, as well as the cost of any endorsements (other than the Required Endorsements) required by Buyer, or prior any title insurance policy or endorsements· required by Buyer's lender; (4) The costs of the new Survey to Closing. be obtained by Seller in excess of $5,000.00. (5) The provisions costs, fees and taxes attributable to Buyer's financing, if any; (6) The costs of this Section 2.5 shall survive recording the Closing. In the event that the Closing does not occur, each Contributing Entity shall closing documents to be responsible for its allocable portion of such costs and expenses incurred prior to the date that this Agreement terminates in accordance with the terms hereofrecorded; and (7) Buyer's attorneys' fees.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any Seller and all documentary transferPurchaser shall execute such returns, stamp, filing, recording, conveyance, intangible, sales questionnaires and other similar Taxes incurred 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 the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the transactions contemplated herebyfollowing costs and expenses: (i) one-half of the escrow fee, if any, which may be charged by the Escrow Agent or Title Company; (bii) 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 an ALTA standard form of owner's title policy; (iv) the cost of Seller's leasehold policy of title insurance., and (v) all escrow fees and costs, costs associated with the prepayment of Seller's mortgage or deed of trust secured by the Property. (c) Purchaser shall pay the costs fees of any counsel representing 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 PolicyCompany; (ii) any loan fees or other fees associated with the Loan, surveys, appraisals, environmental, physical and financial audits if any; (iii) the cost of any title policy required by the Lender under the Loan and the costs cost of any other examinations, inspections endorsements to either the owner's title policy or audits lender's title policy; and (iv) the cost of the Property, Survey. (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all All costs and expenses incident to this Agreement, the other documents contemplated by this Agreement transaction and the documents and transactions contemplated hereby or therebyclosing thereof, and 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 shall be paid by Contributor prior to Closing, Contributor shall provide 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. party incurring same. (e) The provisions of this Section 2.5 4.6 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof.

Closing Costs. Without limitation on Costs of closing this transaction will be allocated between Sellers and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for Buyer as follows: (a) Sellers shall pay (i) 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), (ii) the cost of providing the Title Commitment, (iii) 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 RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all documentary transfertransfer fees and sales, stampintangibles, filingand conveyance taxes (or equivalents) related to the Closing, recordingif any, conveyanceand (viii) the costs, intangibleif any, sales and other similar Taxes incurred by Seller in connection with the transactions contemplated herebyperformance 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 escrow fees and costspremiums related to any mortgagee policy, (cii) the costs cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title PolicyCompany and Closing Agent, surveys, appraisals, environmental, physical and financial audits and (iv) the costs of any other examinations, inspections or audits cost of the PropertySurvey, (dv) 50% of any and all assumptiontransfer fees and sales, 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 other feesits constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), penalties (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 amounts due prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and payable (ix) the costs, if any, incurred by Buyer in connection with the discharge and satisfaction performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or the assumption of any Existing Loan, (e) any costs associated Buyer 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 respect to the 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 proxy solicitor) or associated with any approvals or deliverable items contemplated hereunderClosing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without limitationreimbursement, consents, waivers, assignments and assumptions, (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, except to the extent any of the foregoing for which the Company and the Operating Partnership are responsible pursuant to otherwise specified in this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereofContract.

Closing Costs. Without limitation on and subject to Section 1.9(c), 8.4.1. Seller shall pay the Company and the Operating Partnership shall be responsible for (a) fees of any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred counsel representing Seller in connection with this transaction. Seller shall also pay the transactions contemplated herebyfollowing costs and expenses: (i) one-half (½) of the escrow fee, if any, which may be charged by the Title Company; (b) all escrow fees and costs, (cii) the costs 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 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 Policy, surveys, appraisals, environmental, physical Removal Item; (vi) amounts necessary to cure or otherwise satisfy all Seller Title Removal Items; (vii) All sale and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment transfer taxes or other fees, penalties or amounts due and payable taxes (except in connection with the discharge and satisfaction any mortgage or the assumption of any Existing Loanfinancing obtained by Purchaser), franchise taxes (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 respect to the Supervisor for services not included in Lease), documentary taxes and similar taxes and fees imposed upon the basic supervisory fees, (g) any out-of-pocket costs or fees relating to transfer of the Consent Solicitation (including, without limitation, the costs of printing and mailing the Consent Solicitation and Property by applicable law. 8.4.2. Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments following costs and assumptions, (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, expenses; (i) one-half (½) of the 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 Title Policy to be issued to Purchaser by the Title Company at Closing, the premiums of all other costs endorsements thereto, and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or premiums for any mortgagee title insurances; (iii) the IPO and (j) all fees for recording any loan documents; 8.4.3. All costs and expenses incident to this Agreement, the other documents contemplated by this Agreement transaction and the documents and transactions contemplated hereby or therebyclosing thereof, and 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 shall be paid by Contributor prior to Closing, Contributor shall provide 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 Closingparty incurring same; and 8.4.4. The provisions of this Section 2.5 8.4 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any In connection with the conveyance of the Sale Assets by Seller to Purchaser (whether or not the Closing shall occur), Seller shall pay ("Seller's Closing Costs"): (i) the fees and expenses of Seller's legal counsel, (ii) the cost of obtaining such good standing certificates as are required to be delivered by Seller pursuant to Section 5.03(e) of this Agreement, (iii) one-half of all documentary transfer, stamp, filing, recording, conveyance, intangible, sales fees and other similar Taxes incurred costs charged by Wilmington or its counsel in connection with the transactions contemplated herebyherein, 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 escrow fees and costscosts associated with its due diligence, (c) including the costs of any Title Policyinspections, studies, surveys, appraisalsanalysis and tests of the Properties, environmental(ii) the fees and expenses of Purchaser's legal counsel, physical and financial audits and the (iii) all costs of any other examinations, inspections or audits obtaining Lender's consent to the transfer of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 Supervisor for services not included in the basic supervisory fees, (g) any out-of-pocket costs or fees relating to the Consent Solicitation (Sale Assets including, without limitation, the costs all servicing fees and charges, processing and rating agency fees payable to Lender, and any fees and disbursements of printing and mailing the Consent Solicitation and the fees Lender's attorneys, in excess of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptionsamount that Seller is obligated to pay pursuant to Section 2.04 (a)(iv), (hiv) any one-half of all fees and costs charged by Wilmington or fees relating to its counsel in connection with the winding up of Contributortransactions contemplated herein, including the preparation and filing of final Tax returns, (iv) all other costs and expenses it and Contributor have incurred arising in connection with the transactions contemplated hereby or by this Agreement, other than the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 that are responsible Seller's responsibility pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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. 2.04(a) hereof. (c) The provisions of this Section 2.5 2.04 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof.

Closing Costs. Without limitation on Seller and subject Purchaser each agree to Section 1.9(c)pay the following costs at Closing, the Company and the Operating Partnership shall be responsible for in addition to any other amounts set forth in this Agreement. (a) any and At or prior to the Closing, Seller must pay: (i) the basic premium for the Title Policy; (ii) all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes costs incurred in connection with the transactions contemplated herebypreparation and recordation of any releases of existing liens against the Property; (iii) all costs of the Survey; (iv) one-half ( 1⁄2) of all recording fees charged in connection with any other documents which are recorded pursuant to the terms of this Agreement; (v) one-half ( 1⁄2) of any escrow or closing fee charged by the Title Company in connection with this Agreement; (vi) all amounts payable to HEB under the “HEB Profit Participation Agreement” (more particularly described in the HEB Memorandum of Profit Participation Agreement) with regard to the Property; and (vii) any other closing costs customarily paid by a seller of similar property in ▇▇▇▇▇▇ County, Texas, except as may be otherwise provided in this Agreement. (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections At or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 prior to the Supervisor for services not included in the basic supervisory feesClosing, (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 proxy solicitor) or 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 preparation and filing of final Tax returns, Purchaser must pay: (i) all charges for any endorsements to the Title Policy, all charges to modify the area and boundary exception in the Title Policy, and all inspection fees and other costs and additional premiums or expenses it and Contributor have of any kind or nature incurred in connection with the transactions contemplated hereby Title Policy; (ii) the full amount of all premiums for any mortgagee’s title policy requested by Purchaser, including charges for any survey endorsement or the IPO and tax deletion requested; (jiii) all costs expenses relating to Purchaser’s financing, including any and all costs, expenses incident 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 terms of this Agreement, except for any releases of liens to be recorded by Seller; (v) one-half ( 1⁄2) of any escrow fee charged by the Title company in connection with this Agreement; and (vi) any other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 closing costs customarily paid by Contributor prior to Closinga purchaser of similar property in ▇▇▇▇▇▇ County, Contributor shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership shall Texas, except as may otherwise be provided in this Agreement. (c) Each Party will be responsible for the reimbursement to Contributor therefor incurred at or prior to Closing. The provisions payment of this Section 2.5 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereofown attorneys’ fees.

Closing Costs. Without limitation on Costs of closing this transaction will be allocated between Sellers and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for Buyer as follows: (a) Sellers shall pay (i) 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), (ii) the cost of providing the Title Commitment, (iii) 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 RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all documentary transfertransfer fees and sales, stampintangibles, filingand conveyance taxes (or equivalents) related to the Closing, recordingif any, conveyanceand (viii) the costs, intangibleif any, sales and other similar Taxes incurred by Seller in connection with the transactions contemplated herebyperformance 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 escrow fees and costspremiums related to any mortgagee policy, (cii) the costs cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title PolicyCompany and Closing Agent, surveys, appraisals, environmental, physical and financial audits and (iv) the costs of any other examinations, inspections or audits cost of the PropertySurvey, (dv) 50% of any and all assumptiontransfer fees and sales, 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 other feesits constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), penalties (viii) subject to SECTION 5.2(i), if the Closing occurs on or amounts due prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and payable (ix) the costs, if any, incurred by Buyer in connection with the discharge and satisfaction performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or the assumption of any Existing Loan, (e) any costs associated Buyer 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 respect to the 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 proxy solicitor) or associated with any approvals or deliverable items contemplated hereunderClosing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without limitationreimbursement, consents, waivers, assignments and assumptions, (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, except to the extent any of the foregoing for which the Company and the Operating Partnership are responsible pursuant to otherwise specified in this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereofContract.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Closing costs shall be responsible for allocated between Buyer and Eldorado as follows: (a) Buyer shall pay the following closing costs: (i) all premiums and charges of the Title Company for the Owner’s Title Policy; (ii) the cost of any surveys of the Property obtained by Buyer, and all documentary any updates thereto; (iii) one hundred percent (100%) of any “Mansion Tax” applicable to the Transaction; (iv) fifty percent (50%) of any escrow charges imposed by the Escrow Agent and/or Title Company in connection with the Closing; and (v) fifty percent (50%) of any transfer, documentary, sales, use, stamp, filingregistration and value added taxes and/or fees incurred in connection with this Agreement, recordingthe other Closing Documents and/or the Closing, conveyanceother than the “Mansion Tax”, intangiblethe Transfer Taxes and the Merger Tax (collectively, sales “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 consummation of the Transaction. (b) Eldorado shall pay the following closing costs: (i) all fees due its attorneys and consultants and all costs of Eldorado’s obtaining of any Gaming approvals and Gaming Licenses in connection with the consummation of the Transaction; (ii) all costs incurred by Eldorado, Seller or their respective Affiliates in connection with the Removal of any Required Removal Exceptions or other similar Taxes 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 transactions contemplated herebyTransaction (collectively, “Transfer Taxes”); (bv) all escrow fees and costs, one hundred percent (c100%) the costs of any Title Policyrealty, surveysreal estate transfer, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment “Mansion Tax” or other fees, penalties tax or amounts fee due and payable in connection with the discharge and satisfaction or Merger (the assumption “Merger Tax”); (vi) fifty percent (50%) of any Existing Loan, Other Transfer Fees; (evii) any costs all fees associated with recording the Non-CPLV Memorandum of Lease; and (viii) fifty percent (50%) of any new financing, including any application and commitment fees or escrow charges imposed by 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred Escrow Agent and/or Title Company in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereof.

Closing Costs. Without limitation on With respect to each Property, Purchaser shall bear the cost of (i) the title searches and subject to Section 1.9(c)preparation of the Title Commitments prepared by the Title Company, the Company and the Operating Partnership shall be responsible premium for (a) the Title Policy and any and all endorsements to the Title Policy requested by Purchaser or its lender; (ii) the survey for each Property; (iii) one-half (1/2) of the documentary transfer, stamp, filing, recording, conveyance, intangible, sales transfer taxes and other similar Taxes incurred the recording fee for the Deeds; (iv) one-half (1/2) of all escrow and closing 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) the fees and charges of third parties in connection with the transactions contemplated herebyEnvironmental Reports (which shall be credited to such Property’s Seller to the 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 (bi) 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 fees relating to the sale of such Property (but not in connection with any financing by Purchaser, which shall be paid solely by Purchaser); and costs, (civ) the costs of any the Title Policy, surveys, appraisals, environmental, physical and financial audits and Commitments prepared by the costs of any other examinations, inspections or audits Seller’s Title Company. Each party shall pay its own attorneys’ fees pertaining to the sale of the Property, (d) any and all assumption, prepayment or Properties. All other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 pertaining to the Supervisor sale of each Property shall be allocated as is customary 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the real estate transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described abovewhere such Property is located. The parties acknowledge agree to cooperate in all reasonable respects to minimize all such costs, premiums, taxes, 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 provide 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, 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 accordance with the terms hereoffees.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any Seller and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales Purchaser shall each pay the fees and other similar Taxes incurred expenses of its own counsel in connection with the transactions contemplated hereby, (b) all escrow fees preparation and costs, (c) the costs negotiation of any Title Policy, surveys, appraisals, environmental, physical this Agreement. The deed and financial audits other agreements and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 instruments related to the 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents transaction contemplated by this Agreement and such legal costs shall not be part of the documents closing costs; provided, however, that if any 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 reasonable attorneys' fees and transactions contemplated hereby or therebycosts in all trial, appellate, post-judgment, and not specifically described above. bankruptcy proceedings. (b) Seller shall pay: (i) The parties acknowledge and agree that, commission owed to the extent any of the foregoing for which the Company and the Operating Partnership are responsible Broker, if any, pursuant to ARTICLE XIII of this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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 Agreement; (ii) All recording fees for the reimbursement release of any liens on the Property, as required pursuant to Contributor therefor incurred at or prior to Closing. The provisions the terms of this Section 2.5 Agreement; and (iii) The title insurance premium charged by Title Insurance Company for Purchaser's owner's title insurance policy. (c) Purchaser shall survive pay: (i) Title Insurance Company charges for title endorsements to Purchase's owner's policy as well as the Closing. In the event that the Closing does not occurpremium for a loan policy required by Purchaser's lender, each Contributing Entity shall be responsible for its allocable portion of such if any; (ii) The costs and expenses incurred prior related to the date that this Agreement terminates Purchaser's Survey and any other survey or 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 accordance connection with the terms hereof.the

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Each Party shall be responsible for (a) any its own attorneys’ fees and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales expenses. Sellers shall be responsible for the preparation of the Deeds at Sellers’ expense. Sellers shall pay the following costs and other similar Taxes incurred expenses in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, by this Agreement: (i) search and exam fees to prepare the Title Commitment; (ii) one-half of any escrow fees, if any, charged by the Escrow Agent; (iii) one-half of the costs to prepare and issue the Phase I Assessment; and (iv) one-half of all sales, use, excise, documentary, stamp duty, registration, transfer, conveyance, economic interest transfer and other costs and expenses it and Contributor have incurred similar taxes related to the conveyance of the Timberlands from Sellers to Buyer arising in connection with the transactions contemplated hereby or by this Agreement (collectively, “Transfer Taxes”). Buyer shall pay the IPO and (j) all following costs and expenses incident to this Agreement, in connection with the other documents transactions contemplated by this Agreement Agreement: (i) one-half of all Transfer Taxes; (ii) one-half of any escrow fees, if any, charged by the Escrow Agent; (iii) one-half of the costs to prepare and issue the documents Phase I Assessment and transactions contemplated hereby all costs incurred for the Reliance Letter; (iv) all recording and filing fees associated with recording or therebyfiling any documents, including the Deeds; (v) all title insurance premiums, premiums for expanded title coverage and not specifically described above. The parties acknowledge endorsement fees and agree thatpremiums; and (vi) any recapture, reassessment, roll-back taxes or changes in tax assessments in respect of the Timberlands that may become due and payable after the Effective Time caused by any action or inaction of Buyer with respect to the continuation or removal of the Timberlands after the Effective Time from the present classification, or changes in use after the Effective Time, except to the extent any the same are caused by actions of the foregoing for which Sellers (other than the Company mere transfer of the Timberlands to Buyer). The Party having primary responsibility under applicable law shall timely prepare and file tax returns in respect of such Transfer Taxes with the Operating Partnership are responsible pursuant to this Section 2.5 have been applicable taxing authority. All other costs shall be paid by Contributor prior to Closing, Contributor shall provide 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, each Contributing Entity shall be responsible for its allocable portion of Party incurring such costs and expenses incurred prior to the date that this Agreement terminates in accordance with the terms hereofcosts.

Closing Costs. Without limitation on With respect to each Property, Purchaser shall bear the cost of (i) the title searches and subject to Section 1.9(c)preparation of the Title Commitments prepared by the Title Company, the Company and the Operating Partnership shall be responsible premium for (a) Purchaser’s title policies and any and all endorsements requested by Purchaser or its lender; (ii) the Survey for each Property; (iii) one-half (1/2) of the documentary transfertransfer taxes and the recording fees for the Deeds, stamp, filing, recording, conveyance, intangible, sales subject to a maximum amount of $96,458 for such taxes and other similar Taxes incurred fees; (iv) one-half (1/2) of all escrow and closing 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 fees and charges of third parties in connection with the transactions contemplated herebySurveys. With respect to each Property, such Property’s Seller shall bear the cost of (bi) 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 and costsrelating to the sale of such Property (but not in connection with any financing by Purchaser, which shall be paid solely by Purchaser); (civ) the costs of any the Title Policy, surveys, appraisals, environmental, physical Commitments prepared by the Title Company and financial audits and the costs of any other examinations, inspections or audits (v) one-half (1/2) of the Property, (d) any fees and all assumption, prepayment or other fees, penalties or amounts due and payable charges of third parties in connection with the discharge Surveys, and satisfaction or (vi) the assumption cost of 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) Environmental Reports. Each party shall pay its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid pertaining to the Supervisor for services not included in sale of the basic supervisory fees, (g) any out-of-pocket Properties. All other costs or fees relating pertaining to the Consent Solicitation (including, without limitation, the costs sale of printing and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the each Property shall be allocated as is customary for real estate transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described abovewhere such Property is located. The parties acknowledge agree to cooperate in all reasonable respects to minimize all such costs, premiums, taxes, 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 provide 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, 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 accordance with the terms hereoffees.

Closing Costs. Without limitation on Seller shall pay: (i) the cost of recording any instruments required to discharge any liens or encumbrances against the Property which Seller is obligated to discharge pursuant to this Agreement; (ii) the cost of preparation of the deed; (iii) any fees and subject expenses of Seller’s attorneys; (iv) any brokerage commissions payable to Seller’s Broker pursuant to Section 1.9(c), the Company and the Operating Partnership shall be responsible for 17 hereof; (av) any brokerage commissions payable to MSR Broker pursuant to Section 17 hereof; (vi) one half (1/2) of all state, county and all municipal documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred transfer taxes and related surtax related in connection with any manner to the transactions contemplated hereby, ; and (bvii) one half (1/2) of all customary escrow or closing fees and costs, charged by the Title Company. Purchaser shall pay: (cvii) the costs of the Title Commitment and the premium for the Owner’s Policy and a mortgage policy, if applicable, and any Title Policy, surveys, appraisals, environmental, physical and financial audits and endorsements to the foregoing; (viii) the costs of any other examinations, the Survey; (ix) (i) the recording fee for the special warranty deed; (x) the costs of Purchaser’s tests and inspections or audits of the Property; (xi) one half (1/2) of all state, (d) county and municipal documentary and transfer taxes and related surtax related in any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 manner to the 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby hereby; (xii) one half (1/2) of all customary escrow or closing fees charged by the IPO Title Company; and (jxiii) all costs fees and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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 ClosingPurchaser’s attorneys. In the event that Purchaser assigns its contractual rights under this Agreement to a third party prior to Closing, any and all state, county and municipal documentary or real estate transfer tax assessed in connection with the Purchaser’s assignment of 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 contrary set forth in this Section 3.c., and subject only to the provisions of Section 18 hereof, in the event that Closing does not occuroccur pursuant to this Agreement, each Contributing Entity Seller shall be responsible for its allocable entitled to reimbursement from Purchaser of any and all sums theretofore paid by Seller in connection with item (v) above; all of which sums shall be paid to Seller by Purchaser exclusive of, and 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 such costs and expenses incurred prior the Deposit equal to the date that this Agreement terminates all amounts to be reimbursed to Seller in accordance with this Section 3.c. Notwithstanding anything to the terms hereofcontrary set forth in this Agreement, Purchaser shall pay to Seller, at Closing and in addition to the Purchase Price, any additional 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, including without limitation any and all additional state, county and municipal documentary and transfer taxes, and any additional brokerage commissions, paid by Seller as a result of such increase.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any Seller shall pay: (i) state and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred county transfer tax imposed in connection with the transactions 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, (biv) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 related to the Supervisor for services not included in the basic supervisory feesBuyers inspection and due diligence, (g) any out-of-pocket costs or fees relating to the Consent Solicitation (including, without limitation, the cost of appraisals, architectural, engineering, credit and environmental reports, (v) all costs of printing and mailing the Consent Solicitation and the fees of the proxy solicitor) or associated with additional title insurance coverages or endorsements as well as the cost of a new lenders title policy or any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptionsrequired endorsements to the Lenders existing policy, (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (jvi) all costs and expenses incident in connection with the assumption of the Existing Loan (including, but not limited to this Agreementapplication fee, the other documents contemplated by this Agreement assumption fee, title costs and the documents and transactions contemplated hereby or therebylegal costs), and not specifically described above. The parties acknowledge (vii) any local transfer tax imposed by the Village of Mt. Prospect or mortgage tax other than the State Transfer Tax and agree that, to other taxes associated with the extent any assumption of the foregoing for which the Company and the Operating Partnership are responsible pursuant to this Section 2.5 have been Existing Loan Documents. (c) All other closing costs shall be paid by Contributor prior to Closing, Contributor shall provide 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 Seller or prior to Closing. The provisions of this Section 2.5 shall survive the Closing. In the event that the Closing does not occur, each Contributing Entity shall be responsible for its allocable portion of such costs and expenses incurred prior to the date that this Agreement terminates Buyer in accordance with the terms hereofcustom in the jurisdiction where the Property is located.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership 5.4.2.1 Seller shall be responsible for payment of the following Transactions costs: (ai) fees of Seller’s attorneys, accountants and other consultants; (ii) fees in connection with the preparation of the Title Commitments and the Surveys, and (iii) one-half of the 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; and (v) any and all documentary transfercosts, stamp, filing, recording, conveyance, intangible, sales expenses and other similar Taxes fees incurred in connection with with, or relating to, the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs preparation of any Title Policystatements, surveys, appraisals, environmental, physical reports or filings with or required by the Securities and financial audits Exchange Commission as a result of Purchaser (or its status as a public company). 5.4.2.3 The following costs shall be allocated between Purchaser and Seller based on the costs of any other examinations, inspections or audits custom of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, applicable jurisdiction: (i) all state, city, county and municipal recording fees and all related charges and costs in connection therewith; (ii) premiums for each Title Policy; and (iii) real estate transfer taxes, deed taxes, stamp taxes, intangibles taxes or similar taxes imposed with respect to the Transactions, and all sales taxes imposed upon the portion of the Purchase Price allocated to transferred personal property included in the Property; 5.4.2.4 Any other costs of closing the Transactions not otherwise expressly allocated among Purchaser and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by Seller under this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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 apportioned in the reimbursement to Contributor therefor incurred at or prior to Closing. The provisions of this Section 2.5 shall survive manner customary in the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereofapplicable county.

Closing Costs. Without limitation on With respect to each Property, Purchaser shall bear the cost of (i) the title searches and subject to Section 1.9(c)preparation of the Title Commitments prepared by the Title Company, the Company and the Operating Partnership shall be responsible premium for (a) Purchaser’s title policies and any and all documentary transferendorsements requested by Purchaser or its lender; (ii) updating the Survey for each Property if Purchaser so elects; (iii) (A) with respect to the DC Properties only, stampone-half (1/2) of the District of Columbia Recordation Tax and one-half (1/2) of District of Columbia Transfer Tax, filingand one-half (1/2) of any other recording fees for the DC Deeds and the Assignment of Leasehold Interest, recordingand (B) with respect to the Virginia Properties only, conveyanceall state and local transfer and recording taxes (except for the Virginia Grantor’s Tax, intangiblethe Regional WMATA Capital Fee and the Regional Congestion Relief Fee, sales for which Seller shall pay pursuant to clause (ii)(B) of the succeeding sentence), and one-half (1/2) of any other similar Taxes incurred recording fees for the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (iv) one-half (1/2) of all escrow and closing 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 (v) the costs of the Title Commitments prepared by the Title Company in connection with the transactions contemplated herebyby this Agreement. With respect to each Property, such Property’s Seller shall bear the cost of (bi) all escrow fees any commission due to Broker (as defined in Article X); (ii) (A) with respect to the DC Properties only, one-half (1/2) of the District of Columbia Recordation Tax and costsone-half (1/2) of District of Columbia Transfer Tax, and one-half (c1/2) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinationsrecording fees for the DC Deeds and the Assignment of Leasehold Interest, inspections or audits of and (B) with respect to the PropertyVirginia Properties only, the Virginia Grantor’s Tax, the Regional WMATA Capital Fee and the Regional Congestion Relief Fee, and one-half (d1/2) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of any Existing Loanother recording fees for the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and (eiii) any costs associated with any new financing, including any application and commitment fees or the costs one-half (1/2) of such new lender’s other requirements, (f) its own all escrow and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid to the Supervisor for services not included in the basic supervisory fees, (g) any out-of-pocket costs or closing fees relating to the Consent Solicitation sale of such Property (including, without limitation, the costs of printing and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred but not in connection with any financing by Purchaser, which shall be paid solely by Purchaser). 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 shall be allocated as is customary for real estate transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described abovewhere such Property is located. The parties acknowledge agree to cooperate in all reasonable respects to minimize all such costs, premiums, taxes, 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 provide 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, 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 accordance with the terms hereoffees.

Closing Costs. Without limitation on and subject Seller shall pay (a) the fees of any counsel representing it in connection with this transaction; (b) the cost of the Existing Survey provided by Seller (but not the cost of any update or revision thereto); (c) with regard to Section 1.9(c)title, the Company cost of curing all title objections for which Seller is responsible under this Agreement; (d) the costs of recording all Monetary Lien cancellations; and the Operating Partnership shall be responsible for (ae) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and transfer tax or other similar Taxes incurred excise or franchise tax relating to the transfer of the Property. Purchaser shall pay (i) the fees of any counsel representing Purchaser in connection with this transaction; (ii) the transactions contemplated hereby, fees for recording the Deed; (bi) the title premium on any owner's and lender's title policy and any special endorsements required by Purchaser's lender; (iv) all charges for services invoiced by the Title Company (other than escrow fees and costsfees, which shall be allocated in the manner set forth below); (cv) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits cost of the PropertyUpdated Survey, including updates or revisions necessary to comply with the requirements of Purchaser or its lender; (dvi) any and all assumption, prepayment or other fees, penalties or amounts due costs and payable in connection with the discharge document recordation taxes and satisfaction or the assumption of charges related to any Existing Loan, financing obtained by Purchaser; (evii) any all expenses and costs associated with any new financing, including any application and commitment fees Inspections or the engagement of any Purchaser Parties to perform Inspections; (viii) all fees and costs related to Purchaser's engagement of such new lender’s other requirements, the Construction Consultant; and (fix) its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid the compensation owed to the Supervisor for services not included in Broker as required by Section 8.1. Any escrow fee charged by the basic supervisory fees, (g) any out-of-pocket costs or fees relating to the Consent Solicitation (including, without limitation, the costs of printing Title Company shall be shared evenly by Purchaser and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all Seller. All other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement transaction and the documents and transactions contemplated hereby or thereby, and 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 closing thereof shall be paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereofparty incurring same.

Closing Costs. Without limitation on Purchaser shall bear the cost of (i) the title searches and subject to Section 1.9(c)preparation of the title commitment prepared by the Title Company, the Company and the Operating Partnership shall be responsible premium for (a) the Title Policy and any and all endorsements to the Title Policy requested by Purchaser or its lender; (ii) the Survey for the Property; (iii) one-half (1/2) of the documentary transfer, stamp, filing, recording, conveyance, intangible, sales transfer taxes and other similar Taxes incurred the recording fee for the Deed; (iv) one-half (1/2) of all escrow and closing fees relating to the sale of the Property; (v) all escrow and closing fees relating to Purchaser’s financing; (vi) any WRIT Industrial IV mortgage taxes or recording fees for any mortgages securing Purchaser’s financing; and (vii) the fees and charges of third parties in connection with the transactions contemplated hereby, Environmental Reports (bwhich shall be credited to Seller to the 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 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 (but not in connection with any financing by Purchaser, which shall be paid solely by Purchaser); and costs, (civ) the costs of any the title commitment prepared by the Seller’s Title Policy, surveys, appraisals, environmental, physical and financial audits and Company. Each party shall pay its own attorneys’ fees pertaining to the costs of any other examinations, inspections or audits sale of the Property, (d) any and all assumption, prepayment or . All other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 pertaining to the 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 sale of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptions, (h) any costs or fees relating to Property shall be allocated as is customary for real estate transactions where the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described aboveProperty is located. The parties acknowledge agree to cooperate in all reasonable respects to minimize all such costs, premiums, taxes, 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 provide 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, 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 accordance with the terms hereoffees.

Closing Costs. Without limitation on With respect to each Property, Purchaser shall bear the cost of (i) the title searches and preparation of the Title 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) the Survey for each Property; (iii) one-half (1/2) of the 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 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 fees 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 1.9(c5.6; (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 costs of the Title Commitments prepared by the Title Company and (v) one-half (1/2) of the Operating Partnership fees and charges of third parties in connection with the Surveys, 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) any 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 all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of any Existing Loan, (e) any third-party costs associated with any new financingthe defeasance of the Existing Woodholme MOB Financing (including the fees and charges of the Woodholme MOB Lender and its counsel, 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 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 proxy solicitordefeasance consultant and its accountants), excluding, however, any fees or charges of the Sellers’ counsel (the costs referred to in the foregoing clauses (a) or associated with any approvals or deliverable items contemplated hereunderand (b), includingexcluding the fees and charges of the Sellers’ counsel, without limitationare referred to herein as the “Defeasance Costs”). Purchaser and Seller acknowledge that the Purchase Price includes $1,900,000, consentswhich is the parties’ estimate of the Defeasance Costs. If, waiverspursuant to a statement provided at Closing by the Woodholme MOB Lender, assignments and assumptionsthe Defeasance Costs are less than $1,900,000, (h) any costs or fees relating Purchaser shall receive a credit at Closing equal to the winding up 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 Contributorthe Closing Payment, including additional funds equal to the preparation and filing of final Tax returns, (i) all amount by which the Defeasance Costs exceed $1,900,000. All other costs and expenses it and Contributor have incurred in connection with pertaining to the sale of each Property shall be allocated as is customary for real estate transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described abovewhere such Property is located. The parties acknowledge agree to cooperate in all reasonable respects to minimize all such costs, premiums, taxes, 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 provide 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, 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 accordance with the terms hereoffees.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Purchaser shall be responsible for pay (ai) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred premiums or fees required to be paid by Purchaser with respect to obtaining a New Title Policy as set forth in connection with the transactions contemplated herebySection 4.1, (bii) all escrow fees and coststhe cost of any New Survey if Purchaser so elects to obtain one, (ciii) one-half of the customary closing costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the PropertyEscrow Agent, (div) any and all assumption, prepayment fees or other fees, penalties or amounts due and payable in connection with fees and/or costs charged by the discharge and satisfaction or the assumption of 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 Supervisor for services not included in the basic supervisory fees, (g) any out-of-pocket costs or fees relating to the Consent Solicitation Mortgage Lender (including, without limitation, the costs of printing and mailing the Consent Solicitation and the reasonable fees of its servicer or respective attorneys) in connection with a prepayment in full of the proxy solicitorExisting 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 associated 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 approvals loan assumption fees, transfer fees, or deliverable items contemplated hereunder, including, other fees and/or costs charged by the Existing Mortgage Lender (including without limitation, consents, waivers, assignments and assumptions, (hthe reasonable fees of its servicer or respective attorneys) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with an assumption, a permitted transfer of the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, equity interests in Property Owner with respect 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 provide 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 Existing Mortgage Financing 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, 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 accordance with Section 5.4.13, and (vii) the terms hereoffees and expenses of Purchaser’s own attorneys, accountants, consultants and advisors. Seller shall pay or cause to be paid (a) any premiums or fees required to be paid by Seller with respect to obtaining a New Title Policy as set forth in Section 4.1, (b) the cost of recording any instruments required to discharge any liens or encumbrances against the iStar Member Interests or the Property by or through Seller, (c) one-half of the customary closing costs of the Escrow Agent, (d) 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 mortgage tax, title insurance fees and expenses for any loan title insurance policies, recording charges or other amounts payable in connection with an assumption or permitted transfer of the equity interests in the Property Owner with respect to the 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 avoidance of doubt, excluding any prepayment fees) charged by the Existing Mortgage Lender in connection with an assumption, 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. 5.4.9 [Omitted].

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any Seller and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales Purchaser shall each pay the fees and expenses of its own counsel in connection with this transaction. The Deed and other similar Taxes incurred agreements and instruments related to the transaction contemplated by this Agreement and such legal costs shall not be part of the closing costs; provided, however, that if any 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 reasonable attorneys' fees and costs in all trial, appellate, post-judgment, and bankruptcy proceedings. (b) Seller shall pay: (i) Any applicable transfer taxes payable in connection with the transactions transaction contemplated herebyby 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 any endorsements requested by Purchaser, (bbb) all escrow fees and closing costs, and (cc) Escrow Agent’s costs and fees associated with its holding and disbursing the ▇▇▇▇▇▇▇ Money; and (viii) 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 any the title commitment and the Title Policy, surveys(bb) closing costs, appraisals, environmental, physical and financial audits (cc) Escrow Agent's costs and fees associated with its holding and disbursing the ▇▇▇▇▇▇▇ Money; (iii) The costs of any other examinations, inspections or audits of endorsements to the Property, Title Policy requested by ▇▇▇▇▇▇▇▇▇; (div) any All pending special assessments; and (v) All recording fees and all assumption, prepayment or other fees, penalties or amounts state deed tax due and payable in connection with the discharge and satisfaction or the assumption of 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 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 recording of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereofDeed.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Buyer shall be responsible for pay (a) the cost of all endorsements to the Owner’s Policy, as well as the costs of any lender title policy and endorsements in connection with any financing obtained by Buyer; (b) one-half of all documentary transferescrow and closing fees for the transactions contemplated under this Agreement; (c) all escrow and closing fees and any other costs and expenses in connection with any financing obtained by Buyer; (d) all recording fees and charges in connection with any new loan obtained by Buyer; and (e) all fees, stampcosts or expenses in connection with Buyer’s due diligence reviews hereunder. Seller shall pay (a) the standard premium charged by the Title Company for the ALTA standard coverage portion of the Owner’s Policy; (b) all costs of updating the Survey, filing(c) all state conveyance fees, recordingcharges and taxes levied, conveyanceassessed, intangible, sales and other similar Taxes incurred imposed or charged in connection with the transactions contemplated hereby, transfer of the Land or the Improvements and/or the recordation of the Deed; (bd) all escrow the recording fees and costs, charges for the release of any of Seller’s existing monetary liens; (ce) the costs fees and charges for the recording of the Deed; (f) any Title Policyfranchise taxes, surveysbulk sales taxes, appraisalsand excises taxes, environmentalif any, physical and financial audits and due in connection with the costs of any other examinations, inspections or audits sale of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 Supervisor for services not included in the basic supervisory fees, (g) any outone-of-pocket costs or half of all escrow and closing fees relating to for the Consent Solicitation (including, without limitation, the costs of printing transactions contemplated under this Agreement. Seller and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, Buyer shall each pay their respective (i) all other costs legal fees and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO (subject to Section 11F of this Agreement), (ii) share 11 of prorations (as provided below), and (jiii) the cost of all costs and expenses incident to of its performances under this Agreement. Each party shall indemnify, protect, defend and hold the other documents contemplated by this Agreement harmless from and against any Claim in any way arising from the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent non-payment of any of the foregoing items for which the Company and the Operating Partnership are such first party is responsible pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereof6C. D.Prorations.

Closing Costs. Without limitation on Each party shall pay its own costs and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred expenses arising in connection with the transactions contemplated herebyClosing (including, (b) all escrow fees and costswithout limitation, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 limitationexcept the following costs (the “Closing Costs”), any hourly rate fees paid which shall be allocated between the parties as follows: 6.5.1 all documentary transfer, stamp, sales and other taxes related to the 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 transfer of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunderProperties (collectively “Transfer Taxes”), including, without limitation, consents, waivers, assignments and assumptions, (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred shall be paid in connection accordance with the transactions contemplated hereby provisions of Exhibit B-1 attached hereto; 6.5.2 Escrow Agent’s escrow fees and costs, which shall be paid by Buyer; 6.5.3 the cost of any changes, recertifications, or additional copies of the IPO and (j) all costs and expenses incident to Surveys, requested by Buyer after the date of this Agreement, which shall be paid by Buyer; 6.5.4 the other documents contemplated cost of the Owner’s Title Policies, which shall be paid by this Agreement Buyer; 6.5.5 all recording fees shall be paid by Buyer, except Seller shall pay any recording fees for the satisfaction of any existing mortgages, or existing monetary liens and the documents and transactions contemplated hereby or thereby, and not specifically described abovemonetary judgments that are required to be discharged by Seller at Closing hereunder. The parties acknowledge and agree that, Two (2) Business Days prior to the extent any Closing, Escrow Agent shall deliver to each of the foregoing parties for which their review and approval one or more preliminary closing statements (collectively, the Company and “Preliminary Closing Statement”) setting forth (a) the Operating Partnership are responsible proration amounts allocable to each of the parties pursuant to this Section 2.5 have been paid by Contributor prior 6.5, and (b) the Closing Costs allocable to Closing, Contributor shall provide each of 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 parties pursuant to Contributor therefor incurred at or prior to Closing. The provisions of this Section 2.5 6.5 hereof. Based on each of the party’s comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall survive revise the Closing. In Preliminary Closing Statement and deliver one or more final, signed versions of closing statements to each of the event that parties at the Closing does not occur(collectively, 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 accordance with the terms hereof“Closing Statement”).

Closing Costs. Without limitation on (a) Except as otherwise expressly provided herein, each of Seller and subject to Section 1.9(c), the Company and the Operating Partnership 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 (ai) any the costs and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes fees incurred by the law firm of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP for its services rendered in connection with any approval, consent or affirmation as may be required by the related bond authorities for the transactions contemplated hereby, and (ii) any fees charged for services rendered by counsel for the bond authorities in connection with the foregoing. (b) all At or before the Closing, Seller shall pay fifty percent (50%) of the following amounts in connection with the Closing: (i) any escrow fees and costsor closing charges of the title company selected by Purchaser to issue owner's title policies for the Real Property (the "Title Company"), (cii) 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 Title Policynew surveys relating to the title policies contemplated by clause (ii) above, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (div) any and all assumptionsales tax, prepayment documentary, stamp tax, transfer taxes and recording fees. (c) At or other feesbefore the Closing, penalties or Purchaser shall pay fifty percent (50%) of the following amounts due and payable in connection with the discharge and satisfaction Closing: (i) any escrow or closing charges of the assumption Title Company, (ii) the premium for the owner's title policy issued to Purchaser including the cost of any Existing Loandate-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), (eiii) the costs of preparing any new surveys relating to the title policies contemplated by clause (ii) above, and (iv) any and all sales tax, documentary, stamp tax, transfer taxes or recording fees. In addition, Purchaser shall pay the cost of any title insurance issued in favor of any lender of Purchaser, and the costs associated with any new financing, including any application the inspections and commitment fees investigations conducted by Purchaser 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 Supervisor for services not included in the basic supervisory fees, (g) any out-of-pocket costs agents or fees relating to the Consent Solicitation (including, without limitation, the costs of printing and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereofrepresentatives.

Closing Costs. Without limitation Purchaser shall pay, on and subject to Section 1.9(c)the Closing Date, the Company and the Operating Partnership shall be responsible for (a) one-half of any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with escrow fees of the transactions contemplated herebyEscrow Agent, (b) all escrow fees and coststhe 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 costs Title Policy issued pursuant to the Title Commitments and any mortgagee’s policies of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Propertytitle insurance, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption fees of any Existing LoanPurchaser’s counsel, (e) any all costs associated with any new financingrelating to the Survey, including any application and commitment fees or the costs of such new lender’s other requirementsif any, (f) its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate recording or filing fees paid necessary to record the Deed (as hereinafter defined) (except with respect to the Supervisor for services not included in the basic supervisory feesTempe Land), (g) any out-of-pocket costs documentary stamp, recordation or fees relating transfer tax related to the Consent Solicitation (includingconveyance of title to the Property as set forth on Exhibit “P”, without limitation, the costs of printing and mailing the Consent Solicitation and the fees of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptions, (h) any costs other expenses incurred by Purchaser, or fees relating to its consultants or representatives in inspecting and evaluating the winding up of ContributorProperty or closing this transaction. Seller shall pay, including on the preparation and filing of final Tax returnsClosing Date, (i) all other costs and expenses it and Contributor have incurred in connection with any recording or filing fees necessary to remove any (A) Unacceptable Encumbrances which Seller is obligated or agreed to remove under the transactions contemplated hereby or the IPO terms of this Agreement and (jB) any Required Clearance Exceptions, (ii) any documentary stamp, recordation or transfer tax related to the conveyance of title to the Property as set forth on Exhibit “P”, (iii) any recording or filing fees necessary to record each of the Deed and Affidavit of Property Value with respect to the Tempe Land, (iv) one-half of any escrow fees of the Escrow Agent, (v) all costs and expenses incident relating to this Agreement, the other documents contemplated by this Agreement and premiums for the documents and transactions contemplated hereby or therebyTitle Policy as set forth on Exhibit “S”, and not specifically described above. The parties acknowledge and agree that, to (vi) the extent any fees 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 provide 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, 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 accordance with the terms hereofSeller’s counsel.

Closing Costs. Without limitation on Each party shall pay its own costs and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred expenses arising in connection with the transactions contemplated herebyClosing (including, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 except that the costs specifically set forth in this Section 10.2 shall be allocated between the parties as set forth herein. Subject to the Supervisor terms of Section 1.2, Transferor shall be responsible for services not included the following closing costs (such costs being referred to herein as “Transferor’s Closing Costs”): (a) the cost of discharging any Liens against, and other matters affecting title to, the Property and recording any instruments in connection therewith, if and to the basic supervisory feesextent Transferor is expressly obligated under Section 2.2, or otherwise elects, to discharge such Liens, (gb) any outone-of-pocket half of the customary closing costs or fees relating to the Consent Solicitation (including, without limitation, the costs of printing and mailing the Consent Solicitation and the escrow fees of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments Title Company and assumptionsEscrow Agent related to the direct and/or indirect transfer of the Property and the Sale Interest, (hc) any costs or fees relating to one-half of the winding up of ContributorAssumption Fees, including and (d) the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby 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 (such costs being referred to herein as “Transferee’s Closing Costs”): (i) any documentary, transfer, stamp, sales, use, gross receipts or similar taxes related to the IPO 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 (jvi) all the costs and expenses incident to this Agreementincurred in connection with the termination of certain Contracts, the other documents contemplated by this Agreement as and the documents and transactions contemplated hereby or thereby, and 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 payable by Transferee pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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 Closing6.3. The provisions of this Section 2.5 10.2 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof.

Closing Costs. Without limitation on and subject to Section 1.9(c)At Closing, the Company and the Operating Partnership shall be responsible for Seller will pay (a) the costs of releasing any financing liens or other encumbrances that are required to be released by Seller and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated hereby, of recording such releases; (b) all escrow one-half of the reasonable fees and costs, costs due Escrow Agent for its escrow services under this Agreement; (c) the title insurance costs of any and charges for standard coverage for the Title Policy, surveys, appraisals, environmental, physical and financial audits and Policies for the costs of any other examinations, inspections or audits of Sites in each applicable state to the Property, 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 all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs this Agreement expressly requires Seller to pay. At Closing, Buyer will pay (i) the title insurance costs and charges for standard coverage for the Title Policies for the Sites in each applicable state to the extent Buyer is responsible for the same as set forth on Schedule 5.6; (ii) all title insurance costs and charges for extended coverage, title endorsements, lender policies or other coverage requested by Buyer; (iii) the cost of any new or Agreement of Purchase and Sale National Credit Industrial Portfolio 35659245v1 updated Survey obtained by Buyer; (iv) the cost of recording the Deeds and any other Closing Documents; (v) any state, county or local documentary or real estate transfer taxes for the Sites in each applicable state to the extent Buyer is responsible for the same as set forth on Schedule 5.6; (vi) one-half of the reasonable fees and costs due Escrow Agent for its escrow services under this Agreement; (vii) all unpaid Loan Assumption Costs; (viii) any Loan Assumption Fee (subject to the limitations set forth in Section 1.5(c)); and (ix) 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 it of legal counsel, accountants, and Contributor have other advisors and consultants incurred at any time in connection with pursuing or consummating the transactions transaction contemplated hereby or the IPO and (j) all herein. Any other closing costs and expenses incident to this Agreement, charges not specifically designated as the other documents contemplated by responsibility of either Party in this Agreement and will be paid by the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, Parties with respect to each Site according to the extent any usual and customary allocation/apportionment of such costs by Escrow Agent in the foregoing for jurisdiction in 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 provide 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 Closingsuch Site is located. The provisions of this Section 2.5 shall 5.6 will survive the Closing. In the event that the Closing does not occur, each Contributing Entity shall be responsible for its allocable portion or any earlier termination of such costs and expenses incurred prior to the date that this Agreement terminates in accordance with the terms hereofAgreement.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any Seller shall reimburse Purchaser 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) seventy-five percent (75%) of the legal expenses incurred in connection with the negotiation and preparation of the Little ▇▇▇▇ ▇▇▇▇▇ Contract and all documentary Exhibits thereto, including without limitation the DOR and DCCRO; (ii) legal expenses incurred in connection with the 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) environmental reports prepared in connection with the purchase and sale of the Ownership Interests in the Owners of the Properties pursuant to this Agreement; (iv) property 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) engineering/property evaluation reports prepared in connection with the sale of the Ownership Interests in the Owners of the Properties to Purchaser; (vi) property surveys of the Properties prepared in connection with due diligence under this Agreement; and (vii) up to $30,000 of reasonable out-of-pocket expenses incurred by Purchaser for travel (including 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 preceding sentence shall be reimbursed to Purchaser upon Closing under the Little ▇▇▇▇ ▇▇▇▇▇ 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 first sentence of 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 respect 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 (i.e., expenses under clauses (iii) through (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) Seller shall pay the premiums for the Title 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 of the 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 acquisition of each Property pursuant to the Little ▇▇▇▇ ▇▇▇▇▇ Contract and premiums paid for incremental increases in the amount of coverage provided by such policies during construction. (c) Seller and Purchaser each agree to cooperate with each other in minimizing due diligence, closing and other costs to be incurred in connection with the transactions contemplated hereby. (d) Seller and Purchaser shall each pay one-half of any transfer, stamp, filing, recording, conveyance, intangible, sales and recordation or other similar Taxes taxes, impositions or expenses incurred in connection with the Closings of the transactions contemplated hereby. (e) Except as expressly provided in this Section 9, Seller and Purchaser shall each pay their own separate costs and expenses incurred in connection with the transactions contemplated hereby, (b) all escrow including the fees and costs, (c) the costs expenses of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable counsel in connection with the discharge preparation and satisfaction or the assumption negotiation of 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 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 limitationthis Agreement, the costs of printing Leases and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs documents and expenses it and Contributor have incurred instruments in connection with therewith and in consummating any and all of the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent any obligations of the foregoing for which the Company and the Operating Partnership are responsible pursuant to parties under this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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 9 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereofClosings.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) Sellers shall pay the following costs and expenses at Closing: (1) 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 documentary transfer, stamp, filing, recording, conveyance, intangible, sales years prior to the year of the Closing; (2) The cost of issuing the Title Insurance Commitments and other similar Taxes incurred in connection the premium for issuance of the Title Policies together with the transactions contemplated herebycost of reasonable and customary endorsements to the Title Policies not relating to Buyer's financing, if any; (b3) all escrow fees and costs, Sellers' own legal expenses; (c4) One-half of the closing fee and/or settlement fee charged by the Escrow Agent; (5) All costs of satisfying in full any Title Policy, surveys, appraisals, environmental, physical existing debt secured by the Property and financial audits and the costs of removing any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 Supervisor for services not included encumbrances in the basic supervisory fees, form of monetary liens from the Title Policies; and (g6) any out-of-pocket costs or fees relating to the Consent Solicitation (including, without limitation, the costs of printing Any and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with expressly allocated to Sellers under this Agreement. (b) Buyer shall pay the transactions contemplated hereby or the IPO and (j) all following costs and expenses incident at Closing: (1) Costs of transferring or canceling any Operating Agreements; (2) Costs of recording the Deeds and any other transfer documents requiring recordation; (3) All premiums and costs for issuing any endorsements or additional coverage to this Agreementthe Title Policy which are not to be paid by Sellers or contemplated hereinabove, the other documents contemplated by this Agreement any title insurance premium or cost (including endorsements and the documents and transactions contemplated hereby or therebyadditional coverage with respect thereto) related to Buyer's financing, and not specifically described above. The parties acknowledge any additional premiums and agree that, costs for coinsurance requested by Buyer; (4) Costs of supplying tax certificates to the extent any Title Company; (5) Any sales taxes, transfer taxes or stamp taxes pertaining to the transfer of the foregoing for which the Company Property from Sellers to Buyer; (6) Any indebtedness or mortgage related taxes and the Operating Partnership are responsible pursuant recording or other fees relating to this Section 2.5 have been paid any mortgage, deed of trust or other security instrument executed by Contributor prior to ClosingBuyer; (7) All fees, Contributor shall provide 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, each Contributing Entity shall be responsible for its allocable portion of such costs and expenses incurred prior 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 date that cost of closing or settlement fee charged by the Escrow Agent. (11) The cost of preparing the Surveys; and (12) Any termination charges related termination of any Operating Agreements. (13) Any UCC searches. (14) Any costs or expenses incurred by Buyer in connection with its inspections and due diligence preformed on the Property. (15) Any and all other costs and expenses expressly allocated to Buyer under this Agreement terminates in accordance with the terms hereofAgreement.

Closing Costs. Without limitation on and At each Closing, with respect to the Sites that are the subject to Section 1.9(c)of such Closing, the Company and the Operating Partnership shall be responsible for Seller will pay (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical releasing all liens and financial audits other encumbrances that are required by this Agreement to be released by Seller and the costs of any other examinations, inspections or audits recording such releases; (b) one-half of the Propertyfees 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 and all assumptionLoans being prepaid as part of the subject Closing, prepayment or other fees, penalties or amounts due and payable as provided in connection with the discharge and satisfaction or the assumption of any Existing Loan, Section 1.9 above; (e) any costs associated with any new financing, including any application its own legal fees and commitment fees or the costs of such new lender’s other requirements, for advisory services in connection herewith; (f) its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees the cost of affirmative insurance as required by this Agreement to be paid to the Supervisor for services not included in the basic supervisory fees, by Seller; (g) the cost of recording the Deeds and any out-of-pocket costs or fees relating other Closing Documents to the Consent Solicitation (including, without limitation, extent such costs are customarily paid by sellers in the costs of printing applicable jurisdiction in which such Site is located and mailing the Consent Solicitation and the fees of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptions, (h) all other costs this Agreement expressly requires Seller to pay. If, pursuant to Section 1.2, Seller elects to receive any costs OP Units or fees relating 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 winding up Sites that are the subject of Contributorsuch Closing, including the preparation and filing of final Tax returns, Buyer will pay (i) all 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); (ii) the cost of any new or updated Survey obtained by Buyer; (iii) the cost of recording the Deeds and any other Closing Documents to the extent such costs are customarily paid by buyers in the applicable jurisdiction in which such Site is located; (iv) one-half of the fees and costs due Escrow Agent for its sale escrow services under this Agreement; (v) any state, 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 Seller’s reimbursement obligation as set forth in Section 1.9(g)); (vii) any Loan Assumption Fees applicable to any Loans being assumed as a part of the Closing, as provided in Section 1.9 above (subject to Seller’s reimbursement obligation as set forth in Section 1.9(g)); and (viii) 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 it of legal counsel, accountants, and Contributor have other advisors and consultants incurred at any time in connection with pursuing or consummating the transactions contemplated hereby or the IPO and (j) all by this Agreement. Any other closing costs and expenses incident to this Agreement, charges not specifically designated as the other documents contemplated by responsibility of either Party in this Agreement and will be paid by the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, Parties with respect to each Site according to the extent any of the foregoing for which the Company usual and the Operating Partnership are responsible pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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, each Contributing Entity shall be responsible for its allocable portion customary allocation/apportionment of such costs by Escrow Agent in the jurisdiction in which such Site is located. Buyer and expenses incurred prior Seller agree that there is little or no Personal Property included within the Property and no portion of the Purchase Price for any Site will be allocated or attributable to the date that this Personal Property. Agreement terminates in accordance with the terms hereof.of Purchase and SaleCMFT Portfolio 56

Closing Costs. Without limitation on and subject to Section 1.9(c), Seller shall pay the Company and the Operating Partnership shall be responsible for following expenses: (a) any the title insurance premium for the Title Policy at a rate not in excess of the standard issue rates; (b) the costs to obtain the Updated Survey; (c) one-half of all closing escrow fees, including "New York Style" closing fees; and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes (d) Seller's legal fees incurred in connection with this Agreement. Purchaser shall pay the transactions contemplated hereby, following expenses: (b) all escrow fees and costs, (ca) the costs of any all so-called "extended coverage" in connection with, or endorsements to, the Title Policy, surveys, appraisals, environmental, physical and financial audits and together with the costs cost of any other examinations, inspections or audits title insurance coverage (such as lender's insurance policies); (b) one-half of the Property, (d) any and all assumption, prepayment or other closing escrow fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of any Existing Loan, including "New York Style" closing fees; (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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (jc) all costs and expenses incident to this Agreementassociated with Purchaser's financing, if any; (d) Purchaser's legal fees and expenses; and (e) the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described aboveLoan Payoff Fees. The parties acknowledge and agree thatdo not believe that any conveyance fee, to the extent any documentary, stamp or transfer tax (a "TRANSFER TAX") is owing on account of Purchaser's acquisition of the foregoing for which Membership Interest or the Company and contribution of the Operating Partnership are responsible pursuant Property to this Section 2.5 have been paid Owner; however, if it is ever determined or alleged by Contributor prior to Closinga governmental agency that a Transfer Tax is owing on account of such acquisition of Membership Interest or such contribution of Property, Contributor shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership same shall be responsible for the reimbursement to Contributor therefor incurred at or prior to Closingresponsibility 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 2.5 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 payment of the Cash Balance. Seller and Purchaser shall each provide any 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 Owner be required to furnish any affidavits or other indemnities to 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, or in connection with any arbitration or mediation of any dispute, the 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 (including the adjudication of issues peculiar to bankruptcy law) and in any petition for review. Each party shall also have the right to recover its reasonable costs and attorneys' fees incurred in collecting any sum or debt owed to it by the other party, with or without litigation, if such sum or debt is not paid within fifteen (15) days following written demand therefor. The provisions of this Section 12 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof.

Closing Costs. Without limitation on Seller and subject Purchaser each agree to Section 1.9(c)pay the following costs at Closing, the Company and the Operating Partnership shall be responsible for in addition to any other amounts set forth in this Agreement. (a) any and At or prior to the Closing, Seller must pay: (i) the basic premium for the Title Policy; (ii) all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes costs incurred in connection with the transactions contemplated herebypreparation and recordation of any releases of existing liens against the Property, and the satisfaction of all other Mandatory Cure Items; (iii) one-half (½) of all recording fees charged in connection with any other documents which are recorded pursuant to the terms of this Agreement; (iv) one-half (½) of any escrow or closing fee charged by Title Company in connection with this Agreement, being payable only if a closing occurs; and (v) any other closing costs customarily paid by a seller of similar property in Travis County, Texas, except as may be otherwise provided in this Agreement. (b) all escrow fees and costsAt or prior to Closing, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, Purchaser must pay: (i) all charges for any endorsements to the Title Policy, all charges to modify the area and boundary exception in the Title Policy, and all inspection fees and other costs and additional premiums or expenses it and Contributor have of any kind or nature incurred in connection with the transactions contemplated hereby Title Policy; (ii) the full amount of all premiums for any mortgagee’s title policy requested by Purchaser, including charges for any survey endorsement or the IPO and tax deletion requested; (jiii) all costs expenses relating to Purchaser’s financing, including any and all costs, expenses incident and fees required by Purchaser’s lender; (iv) one-half (½) of all recording fees charged in connection with any documents which are recorded pursuant to the terms of this Agreement, the except for any releases of liens to be recorded by Seller; (v) one-half (½) of any escrow fee charged by Title Company in connection with this Agreement; and (vi) any other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 closing costs customarily paid by Contributor prior to Closinga purchaser of similar property in Travis County, Contributor shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership shall Texas, except as may otherwise be provided in this Agreement. (c) Each Party will be responsible for the reimbursement to Contributor therefor incurred at or prior to Closing. The provisions payment of this Section 2.5 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereofown attorneys’ fees.

Closing Costs. Without limitation on With respect to each Property, Purchaser shall bear the cost of (i) the title searches and subject to Section 1.9(c)preparation of the Title Commitments prepared by the Title Company, the Company and the Operating Partnership shall be responsible premium for (a) Purchaser’s title policies and any and all endorsements requested by Purchaser or its lender; (ii) the Survey for each Property; (iii) one-half (1/2) of the documentary transfertransfer taxes and the recording fees for the Deeds, stamp, filing, recording, conveyance, intangible, sales subject to a maximum amount of $139,883 for such taxes and other similar Taxes incurred fees; (iv) one-half (1/2) of all escrow and closing 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 fees and charges of third parties in connection with the transactions contemplated herebySurveys. With respect to each Property, such Property’s Seller shall bear the cost of (bi) 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 and costsrelating to the sale of such Property (but not in connection with any financing by Purchaser, which shall be paid solely by Purchaser); (civ) the costs of any the Title Policy, surveys, appraisals, environmental, physical Commitments prepared by the Title Company and financial audits and the costs of any other examinations, inspections or audits (v) one-half (1/2) of the Property, (d) any fees and all assumption, prepayment or other fees, penalties or amounts due and payable charges of third parties in connection with the discharge Surveys, and satisfaction or (vi) the assumption cost of 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) Environmental Reports. Each party shall pay its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid pertaining to the Supervisor for services not included in sale of the basic supervisory fees, (g) any out-of-pocket Properties. All other costs or fees relating pertaining to the Consent Solicitation (including, without limitation, the costs sale of printing and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the each Property shall be allocated as is customary for real estate transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described abovewhere such Property is located. The parties acknowledge agree to cooperate in all reasonable respects to minimize all such costs, premiums, taxes, 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 provide 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, 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 accordance with the terms hereoffees.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) Sellers shall pay the following costs and expenses at Closing: (1) 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 documentary transfer, stamp, filing, recording, conveyance, intangible, sales years prior to the year of the Closing; (2) The cost of issuing the Title Insurance Commitments and other similar Taxes incurred in connection the premium for issuance of the Title Policies together with the transactions contemplated herebycost of reasonable and customary endorsements to the Title Policies not relating to Buyer’s financing, if any; (b3) all escrow fees and costs, Sellers’ own legal expenses; (c4) One-half of the closing fee and/or settlement fee charged by the Escrow Agent; (5) All costs of satisfying in full any Title Policy, surveys, appraisals, environmental, physical existing debt secured by the Property and financial audits and the costs of removing any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 Supervisor for services not included encumbrances in the basic supervisory fees, form of monetary liens from the Title Policies; and (g6) any out-of-pocket costs or fees relating to the Consent Solicitation (including, without limitation, the costs of printing Any and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with expressly allocated to Sellers under this Agreement. (b) Buyer shall pay the transactions contemplated hereby or the IPO and (j) all following costs and expenses incident at Closing: (1) Costs of transferring or canceling any Operating Agreements; (2) Costs of recording the Deeds and any other transfer documents requiring recordation; (3) All premiums and costs for issuing any endorsements or additional coverage to this Agreementthe Title Policy which are not to be paid by Sellers or contemplated hereinabove, the other documents contemplated by this Agreement any title insurance premium or cost (including endorsements and the documents and transactions contemplated hereby or therebyadditional coverage with respect thereto) related to Buyer’s financing, and not specifically described above. The parties acknowledge any additional premiums and agree that, costs for coinsurance requested by Buyer; (4) Costs of supplying tax certificates to the extent any Title Company; (5) Any sales taxes, transfer taxes or stamp taxes pertaining to the transfer of the foregoing for which the Company Property from Sellers to Buyer; (6) Any indebtedness or mortgage related taxes and the Operating Partnership are responsible pursuant recording or other fees relating to this Section 2.5 have been paid any mortgage, deed of trust or other security instrument executed by Contributor prior to ClosingBuyer; (7) All fees, Contributor shall provide 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, each Contributing Entity shall be responsible for its allocable portion of such costs and expenses incurred prior 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 date that cost of closing or settlement fee charged by the Escrow Agent. (11) The cost of preparing the Surveys; and (12) Any termination charges related termination of any Operating Agreements. (13) Any UCC searches. (14) Any costs or expenses incurred by Buyer in connection with its inspections and due diligence preformed on the Property. (15) Any and all other costs and expenses expressly allocated to Buyer under this Agreement terminates in accordance with the terms hereofAgreement.

Closing Costs. Without limitation on (i) With respect to the Closing, Seller shall pay: (1) all of the fees and subject expenses owed by the Target Companies or Seller to Section 1.9(c)its investment bankers, the Company and the Operating Partnership shall be responsible for (a) any and all documentary transferattorneys, stampaccountants, filingother professionals, recording, conveyance, intangible, sales and other similar Taxes or others incurred in connection with this Agreement or the consummation of the transactions contemplated herebyhereby 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; (b4) all escrow fees and costscity, (c) county, or state transfer taxes relating to the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits sale of the Property, Acquired Interests; (d5) any and all assumption, prepayment or other fees, penalties or amounts due and payable recording costs in connection with the discharge and satisfaction or Closing; (6) the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it for the Updated Survey and Contributor have incurred (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) With respect to the Closing, Purchaser shall pay: (1) Purchaser's attorneys' fees; (2) one-half (1/2) of any escrow fees; (3) all costs of Purchaser's due diligence in connection with the transactions transaction contemplated hereby or hereby; (4) any endorsements to the IPO base Title Policy; and (j5) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent any portion of the foregoing premium for which the Company and 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 Operating Partnership are responsible pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership Closing shall be responsible for borne by the reimbursement to Contributor therefor incurred at or prior to Closing. party incurring such costs. (iv) The provisions of this Section 2.5 10.(i) shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (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 be borne solely by Seller. As used herein, the term "Third-Party Costs" shall include the following: (i) any and all documentary transfer, stampsales, filinguse, recording, conveyance, intangible, sales and recordation or other similar Taxes taxes, impositions or expenses ("Recording Charges") incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections recordation or audits filing of the Property, instruments required at Closing on each Property or the transfer of the assets and/or the Properties; (dii) any Environmental Reports and all assumption, prepayment or other fees, penalties or amounts due and payable Updated Environmental Reports prepared in connection with the discharge purchase and satisfaction or sale of the assumption Properties pursuant to this Agreement; (iii) Surveys of any Existing Loanthe 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); (ev) any costs associated with any new financing, including any application and commitment fees closing or the costs of such new lender’s escrow charges or other requirements, (f) its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid expenses payable to the Supervisor for services not included Title Company conducting the Closing; (vi) property appraisals prepared in connection with the basic supervisory fees, (g) any out-of-pocket costs or fees relating to the Consent Solicitation (including, without limitation, the costs of printing purchase and mailing the Consent Solicitation and the fees sale of the proxy solicitorProperties pursuant to this Agreement; and (vii) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptions, local counsel fees (h) any costs or which fees relating shall be limited to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have those incurred in connection with usual and customary local counsel services in similar commercial real estate transactions). Purchaser shall bear the transactions contemplated hereby or costs of all Recording Charges imposed in connection with the IPO and (j) all costs and expenses incident to this Agreement, recordation of the other documents contemplated by this Agreement memorandum of lease and the documents 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 transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, any sums so expended by Purchaser shall be counted against the maximum obligation of Purchaser hereunder with respect to the extent any of the foregoing for which the Company and the Operating Partnership are responsible pursuant to Recording Charges as set forth in this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereof9.2(a)).

Closing Costs. Without limitation on Seller and subject Buyer agree to Section 1.9(cpay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the “Escrow Instructions”). At ▇▇▇, the Company and the Operating Partnership Seller shall be responsible for pay (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (ci) the costs of any Title Policyreleasing all liens, surveysjudgments, appraisalsand other encumbrances that are to be released and of recording such releases, environmental(ii) one-half the fees and costs due Escrow Agent for its services, physical and financial audits and (iii) the costs seller’s portion of any other examinations, inspections or audits transfer tax associated with the sale of the PropertyProperties, to be allocated in accordance with local custom (including the realty transfer fee imposed pursuant to N.J.S.A. 46:15-7 and N.J.S.A. 46:15-7.1), and (iv) all other costs to be paid by Seller under this Agreement. At ▇▇▇, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (dii) the cost of the Surveys, (iii) the purchaser’s portion of any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection transfer tax associated with the discharge and satisfaction or the assumption of 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 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 sale of the proxy solicitorProperties, to be allocated in accordance with local custom (including the transfer fee imposed by N.J.S.A. § 46:15-7.2(8)), and (iv) or associated with any approvals or deliverable items contemplated hereunderall other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all of their own respective expenses, including, without limitation, consentsexpenses of legal counsel, waiversaccountants, assignments and assumptions, (h) other advisors incurred at any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred time in connection with pursuing or consummating the transactions transaction contemplated hereby herein. Except to the extent payable by Tenant under the Leases, real estate taxes shall be prorated based upon the current valuation and latest available tax rates. All prorations shall be calculated through escrow as of ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with and including the date on which the closing occurs through and including the last day of the month in which the closing occurs. All other credits to Buyer shall be similarly prorated. Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the IPO usual and (j) customary allocation of the same based on the location of the Properties by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at ▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a), Seller and expenses incident Buyer shall each bear their own costs in regard to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereof.

Closing Costs. Without limitation on Seller and subject Purchaser each agrees to Section 1.9(c)pay the following costs at Closing, the Company and the Operating Partnership shall be responsible for in addition to any other amounts set forth in this Agreement. (a) any At or prior to the Closing, Seller must pay: (i) the basic premium for the owner policy of title insurance in the amount provided in Section 4.01 above (the “Title Policy”) and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales inspection fees and other similar Taxes additional premiums or expenses of any kind or nature incurred in connection with the transactions contemplated hereby, Title Policy other than the cost of endorsements thereto requested by Purchaser; (bii) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable incurred in connection with the discharge preparation and satisfaction or the assumption recordation of any Existing releases of existing liens against the Property other than those securing the ▇▇▇▇▇▇▇ Loan, ; (eiii) one-half (1⁄2) of all recording fees charged in connection with any other documents which are recorded pursuant to the terms of this Agreement; (iv) one half (1/2) of any escrow or closing fee charged by the Title Company in connection with this Agreement; (v) one-half (1⁄2) of the Loan Assumption Fees (defined below); and (vi) any other closing costs associated customarily paid by a seller of similar property in ▇▇▇▇▇▇ County, Texas, except as may be otherwise provided in this Agreement. (b) At or prior to the Closing, Purchaser must pay: (i) all charges for any endorsements to the Title Policy; (ii) one-half (1⁄2) 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 (1⁄2) of all recording fees charged in connection with any new financingdocuments which are recorded pursuant to the terms of this Agreement; (vi) one-half (1/2) of any escrow fee charged by the Title company in connection with this Agreement; and (vii) any other closing costs customarily paid by a purchaser of similar property in ▇▇▇▇▇▇ County, including any application and commitment fees or Texas, except as may otherwise be provided in this Agreement. (c) Each Party will be responsible for the costs payment 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 . (d) All fees required to be paid in connection with filings required under the HSR Act (defined below) or other Antitrust Laws (defined below) in order to consummate the Supervisor for services not included transactions contemplated hereby shall be paid in the basic supervisory fees, (g) any full by Purchaser. All out-of-pocket costs expenses incurred by the Purchaser or fees relating to the Consent Solicitation (including, without limitation, the costs of printing and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred Seller in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 their respective obligations pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership 6.13 shall be responsible for borne by 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, each Contributing Entity shall be responsible for its allocable portion of Party incurring such costs and expenses incurred prior to the date that this Agreement terminates in accordance with the terms hereofexpenses.

Closing Costs. Without limitation on At Closing, closing costs and subject to Section 1.9(c), the Company and the Operating Partnership expenses of sale shall be responsible for borne as follows: (a) SELLER shall be obligated for and shall pay: (i) The premium for the Owner’s Policy of title Insurance as described in Paragraph 10.1 above; (ii) Tax certificates and UCC searches; (iii) SELLER’s attorneys’ fees; (iv) The costs of title and survey curative matters, if any, incurred by SELLER; (v) Any lien or UCC releases; (vi) SELLER’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 Title Company. (b) PURCHASER shall be obligated for and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales shall pay: (i) PURCHASER’s pro rata share of the costs set forth in Paragraph 11 above; (ii) PURCHASER’s due diligence and other similar Taxes 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 any title insurance policy required by 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 the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits PURCHASER obtaining financing for its purchase of the Property, ; and (dvii) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption One-half (1/2) of any Existing Loan, (e) any escrow fees charged by the Title Company. All other closing costs associated with any new financing, including any application not mentioned herein 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 no provision is made in this Section 2.5 have been Contract shall be paid by Contributor prior to ClosingSELLER and/or PURCHASER as is customary in Sugar Land, Contributor shall provide 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 occurFort Bend County, 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 accordance with the terms hereofTexas.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) All Third-Party Costs (hereinafter defined) shall 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) Environmental Reports prepared in connection with the purchase and sale of the Properties; (ii) the 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 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 all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes sale of the Properties pursuant to this Agreement; (vi) local counsel fees incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits consummation of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable Closing in connection with the discharge 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 satisfaction or customary local counsel services in similar commercial real estate transactions); (vii) fees and expenses charged by any governmental entity relating to obtaining the assumption 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 any Existing Loanthe Properties obtained by the Purchaser; (x) the third-party audited Special Purpose Financing Statement for each Property obtained by Purchaser, (exi) 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 Supervisor for services not included in the basic supervisory fees, (g) any separate out-of-pocket costs and expenses incurred by Seller or fees relating to Purchaser or Tenant or their respective Affiliates in connection with the Consent Solicitation (including, without limitation, the costs of printing and mailing the Consent Solicitation and the fees consummation of the proxy solicitor) Closing or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or consummation of the IPO and closing of the Financing (j) all costs included those of a type referred to in the preceding clauses of this paragraph), including but not limited to the fees and expenses incident of outside counsel of Purchaser and its Affiliates (and outside counsel of the lender providing the Financing to this Agreement, the other extent required by the loan documents contemplated executed by the Purchaser) in connection with the preparation and negotiation of this Agreement and the all other documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to instruments in connection with the extent any consummation of the foregoing for which Closing or in connection with the Company consummating of the Financing; and (xii) Transfer Taxes incurred on the Operating Partnership are responsible pursuant to this Section 2.5 have been paid by Contributor prior to ClosingClosing Date or in connection with the consummation of the Financing. Notwithstanding the foregoing, Contributor shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership MI shall be responsible for the reimbursement to Contributor therefor incurred at or prior to Closing. The provisions fees and expenses of the outside counsel of Seller, Tenant, MI and their respective Affiliates in connection with the preparation and negotiation of this Section 2.5 shall survive Agreement and all other documents and instruments in connection with the consummation of the Closing. In 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 (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 C if and to the extent that any amount does not occur, each Contributing Entity 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 responsible paid on or prior to the Closing Date, within two Business Days prior to 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 and Purchaser shall reimburse the applicable Seller on the Closing Date for its allocable portion of 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, recordation or other similar taxes, impositions, expenses or fees incurred in connection with the 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 Seller to Purchaser or the lease of each Property from Purchaser to Tenant. Transfer Taxes shall not include, and Seller shall be solely responsible for any taxes 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 date 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 this Agreement terminates in accordance with any income tax arising as a result of the terms hereofsale and transfer of any Property by Seller to Purchaser shall be the sole responsibility of Seller.

Closing Costs. Without limitation on 4.5.1 Seller shall pay the fees of any counsel representing Seller in connection with this transaction. Seller shall also pay the following costs and subject to Section 1.9(c)expenses: (i) one-half (1/2) of the escrow fee, if any, which may be charged by the Company and the Operating Partnership shall be responsible for Escrow Agent or Title Company; (aii) any and all documentary State, County and local real estate transfer, stamp, filing, recording, conveyance, intangible, sales stamp or documentary taxes which become payable by reason of the transfer of the Property and are payable by Seller under the applicable statute or ordinance or under local custom; (iii) 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 similar Taxes endorsements; (iv) the cost of the Survey; and (v) all costs and expenses incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs transfer of any Title Policytransferable permits, surveyswarranties, appraisals, environmental, physical and financial audits and licenses or non-cash security deposits in connection with the costs of any other examinations, inspections ownership or audits operation of the Property. 4.5.2 Purchaser shall pay the fees of any counsel representing Purchaser in connection with this transaction. Purchaser shall also pay the following costs and expenses: (i) one-half (1/2) of the escrow fee, if any, which may be charged by the Escrow Agent or Title Company; (dii) 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 assumptionState, prepayment County and local real estate transfer, stamp or other fees, penalties documentary taxes which are payable by Purchaser under the applicable statute or amounts due ordinance or under local custom; and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (iiv) all other costs and expenses it and Contributor have incurred in connection associated with the transactions contemplated hereby or the IPO and (j) all Purchaser’s financing; 4.5.3 All costs and expenses incident to this Agreement, the other documents contemplated by this Agreement transaction and the documents and transactions contemplated hereby or therebyclosing thereof, and 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 shall be paid by Contributor prior to Closing, Contributor shall provide 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 party typically 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, each Contributing Entity shall be responsible for its allocable portion of such costs and expenses incurred prior to under local custom in the date that this Agreement terminates in accordance with the terms hereofChicago metropolitan area.

Closing Costs. Without limitation on Purchaser shall pay (or provide a credit to Seller at Closing for) all recording fees and subject charges associated with the recordation of the deeds from the SUSP I PSA Sellers to Seller for each of the Properties, other than the Transfer Taxes which are payable in accordance with Section 1.9(c), 4.4. Seller shall pay all fees and commissions due to the Company and the Operating Partnership Broker (as hereinafter defined) in accordance with Section 13.1. Purchaser shall be responsible provide a credit to Seller at Closing for (ai) any the actual costs of all property zoning reports that were prepared on or after August 1, 2014 for each of the Properties, (ii) all actual title insurance premiums, title endorsements, title examination fees and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes survey costs incurred by Seller or SUSP I PSA Sellers in connection with the transactions contemplated herebySUSP I PSA, that Seller is obligated to, and actually does, reimburse SUSP I PSA Sellers for under the SUSP I PSA, for each of the Properties, (biii) all escrow $61,166.67 for the property condition reports and the Phase I environmental reports in respect of the Properties that were prepared on or after August 1, 2014 and delivered to Purchaser prior to the date of this Agreement (the “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 and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge negotiation and satisfaction execution of the SUSP I PSA, as well as the consummation of the transactions contemplated thereby or the assumption (b) $160,000.00. Except as otherwise explicitly set out in this Agreement, all other costs, fees, expenses and charges of any Existing Loan, (e) any costs associated with any new financingkind incident to the sale and conveyance of the Membership Interests from Seller to Purchaser, including any application and commitment fees or the costs of such new lender’s other requirements, (f) its own and Contributor’s attorneys’ fees and advisorsconsultants’ fees, charges and disbursements, including without limitation, any hourly rate fees paid to the 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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 borne by the reimbursement to Contributor therefor incurred at or prior to Closing. The provisions of this Section 2.5 shall survive party incurring the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereofsame.

Closing Costs. Without limitation on Buyer shall pay the following costs and subject to Section 1.9(c), expenses associated with the Company and the Operating Partnership shall be responsible for following: (a) any all costs of Buyer’s Due Diligence, including fees due its consultants and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated herebyattorneys, (b) all escrow lenders’ fees and costsrelated to any financing to be obtained by Buyer, (c) all recording and filing charges in connection with the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of instruments by which Seller conveys the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts the commission due and payable in connection with the discharge and satisfaction or the assumption of any Existing LoanBuyer’s Broker, (e) any costs associated with any new financing, including any application and commitment fees one half of all escrow or the costs of such new lender’s other requirementsclosing charges, (f) its own all premiums and Contributorcharges of the Title Company for the Title Commitment and the Owner’s attorneys’ Title Policy (including endorsements), and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid to the 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 cost of the proxy solicitor) or Survey (including any Survey costs incurred by Seller in anticipation of the sale of the Property). Seller shall pay the following costs and expenses 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 preparation and filing of final Tax returns, Transaction: (i) the commission due Seller’s Broker, (ii) all other fees due its attorneys, (iii) all costs and expenses it and Contributor have incurred in connection with causing the transactions contemplated hereby Title Company to Remove any Required Removal Exceptions, (iv) one half of all escrow or closing charges, (v) all transfer taxes, sales taxes, documentary stamp taxes and similar charges, if any, applicable to the IPO transfer of the Property to Buyer (but not with respect to any financing to be obtained by Buyer), and (jvi) all costs and expenses incident to this Agreement, any real estate brokerage commissions established on or before the other documents contemplated by date of this Agreement but due and payable post-Closing with respect to the documents and transactions contemplated hereby or thereby, and not specifically described aboveRequired Lease with the Required Tenant (the “Established Brokerage Commissions”). The parties acknowledge and agree that, to the extent any obligations of the foregoing for which the Company and the Operating Partnership are responsible pursuant to parties under this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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 6.5 shall survive the ClosingClosing (and not be merged therein) or any earlier termination of this Agreement. In the event that the Closing does not occuraddition, each Contributing Entity shall be responsible 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 any claims for its allocable portion of such costs and expenses incurred prior Established Brokerage Commissions by any party claiming to the date that this Agreement terminates in accordance with the terms hereofhave represented Seller or Required Tenant.

Closing Costs. Without limitation on and At each Closing, with respect to the Sites that are the subject to Section 1.9(c)of such Closing, the Company and the Operating Partnership shall be responsible for Seller will pay (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical releasing all liens and financial audits other encumbrances that are required by this Agreement to be released by Seller and the costs of any other examinations, inspections or audits recording such releases; (b) one-half of the Propertyfees 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 and all assumptionLoans being prepaid as part of the subject Closing, prepayment or other fees, penalties or amounts due and payable as provided in connection with the discharge and satisfaction or the assumption of any Existing Loan, Section 1.9 above; (e) any costs associated with any new financing, including any application its own legal fees and commitment fees or the costs of such new lender’s other requirements, for advisory services in connection herewith; (f) its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees the cost of affirmative insurance as required by this Agreement to be paid to the Supervisor for services not included in the basic supervisory fees, by Seller; (g) the cost of recording the Deeds and any out-of-pocket costs or fees relating other Closing Documents to the Consent Solicitation (including, without limitation, extent such costs are customarily paid by sellers in the costs of printing applicable jurisdiction in which such Site is located and mailing the Consent Solicitation and the fees of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptions, (h) all other costs this Agreement expressly requires Seller to pay. If, pursuant to Section 1.2, Seller elects to receive any costs OP Units or fees relating 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 winding up Sites that are the subject of Contributorsuch Closing, including the preparation and filing of final Tax returns, Buyer will pay (i) all other title insurance costs and expenses it and Contributor have incurred charges, including any costs for standard coverage, extended coverage, title endorsements, lender policies or other coverage requested by Buyer (except as set forth in connection with the transactions contemplated hereby or the IPO and clause (jf) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereof.);

Closing Costs. Without limitation on In addition to the other costs and subject expenses to Section 1.9(c)be paid by the Seller Parties set forth elsewhere in this Agreement, the Company and Seller Parties shall pay for the Operating Partnership shall be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred following items in connection with this transaction: (i) one half (1/2) of the transactions contemplated hereby, (b) all escrow fees and costs, expenses for the Escrow Agent; and (cii) the fees and expenses of its own attorneys, accountants and consultants. In addition to the other costs of any Title Policyand expenses to be paid by the Purchaser Parties as set forth elsewhere in this Agreement, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of Purchaser Parties shall pay for the Property, following items in connection with this transaction: (d1) any and all assumption, prepayment or other fees, penalties or amounts due and transfer taxes payable in connection with the discharge and satisfaction or conveyance of the assumption of any Existing Loan, Target Interests; (e2) 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred by the Purchaser Parties for Purchaser Parties’ Inspectors or otherwise in connection with the transactions 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 hereby) of any Contracts, Licenses and Permits, IT Systems, Intellectual Property, Plans and Specifications and Warranties, (7) one half (1/2) of the fees and expenses for the Escrow Agent; (8) 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 IPO Purchaser Parties; and (j9) all the fees and expenses of its own attorneys, accountants and consultants. All other fees, costs and expenses incident to not expressly addressed in this Agreement, the other documents contemplated by Section 5(c) or elsewhere in this Agreement shall be allocated between the Seller Parties and the documents and transactions contemplated hereby or thereby, and 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 provide 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, each Contributing Entity shall be responsible for its allocable portion of such costs and expenses incurred prior to the date that this Agreement terminates Purchaser Parties in accordance with the terms hereofapplicable local custom for similar transactions.

Closing Costs. Without limitation on 10.1 Seller shall pay or cause to be paid the following costs and subject expenses relating to Section 1.9(c)the Transaction, the Company and the Operating Partnership shall be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated hereby, (b) all escrow no others: one-half of Escrowee’s fees and costs, (c) 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 (as 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) and one-half of the cost of the Diligence Items. 10.2 Purchaser will pay the following costs and expenses relating to the 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, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits Transfer Taxes (as defined below); one-half of the Propertycost 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, (d) any and all assumption, prepayment expenses or other fees, penalties or amounts due and payable charges in connection with the discharge and satisfaction any loan or the assumption of any Existing Loanfinancing obtained by Purchaser, (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 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 cost of printing any lender’s policy or policies of title insurance issued to any lender to Purchaser; and mailing any other expenses incurred by Purchaser in connection with, or as a result of Purchaser’s requirements to complete, the Consent Solicitation and Transaction. Each party shall be responsible to pay the fees and expenses of their legal counsel. 10.3 As used herein, the proxy solicitor) or associated with term “Transfer Taxes” means all transfer, documentary, sales, use, stamp, registration and other such federal, state and local taxes and fees (including any approvals or deliverable items contemplated hereunderpenalties, includinginterest, without limitation, consents, waivers, assignments additions to tax and assumptions, (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have relating to such taxes), whether for real or personal property, incurred in connection with the transactions contemplated hereby or the IPO consummation and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent any performance of the foregoing for which Transaction. Seller shall timely prepare and file all transfer tax returns and other filings with respect thereto, unless otherwise required by law or agreed to by the Company parties. Purchaser and Seller will cooperate with each other in the Operating Partnership are responsible pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence preparation of payment thereof and the Company and the Operating Partnership shall be responsible for the reimbursement to Contributor therefor incurred at any such tax returns or prior to Closing. The provisions of this Section 2.5 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereofother filings.

Closing Costs. Without limitation on and subject Notwithstanding anything to Section 1.9(c)the contrary contained herein, the Company and the Operating Partnership Closing Costs shall be responsible for paid as follows: BY SELLER: (a) any Title insurance examination and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with premium for the transactions contemplated hereby, Owner's Policy of Title Insurance; (b) all escrow fees and costs, Preparation of Special Warranty Deed; (c) One-half (2) of the costs escrow fee, and all of the recording fees for the Special Warranty Deed and removal of any Title Policyexisting encumbrances; (d) The actual reasonable cost of an appraisal of the Property obtained by Buyer, surveysnot to exceed Twelve Thousand Five Hundred Dollars ($12,500.00); (e) The actual reasonable cost of the "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) Preparation of Mortgage, Deed or Trust or other applicable financing instruments, if any; (b) 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, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties reports or amounts due and payable in connection with the discharge and satisfaction or the assumption of any Existing Loan, studies required by Buyer; (e) any costs associated with any new financingThe As-Built Survey and the survey deletion fee and all other Purchase and Sale Agreement XXL One, including any application and commitment fees or Ltd., as Seller Inland Real Estate Acquisitions, Inc., as Buyer /s/ JL /s/ [ILLEGIBLE] amendments to the costs Owner Policy of such new lender’s other requirements, Title Insurance; and (f) its own and Contributor’s Buyer's attorneys’ and advisors’ ' fees, charges and disbursements, including without limitation, any hourly rate fees paid to the 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all . All other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, each Contributing Entity shall be responsible for its allocable portion of such costs allocated between Buyer and expenses incurred prior to the date that this Agreement terminates Seller in accordance with the terms hereofcustomary practice in the County in which the Property is situated.

Closing Costs. Without limitation on Each party shall pay the costs and subject to Section 1.9(c)expenses that are customarily paid by a purchaser or seller, as applicable, in a commercial real estate transaction in the Company and locality where the Operating Partnership Property is located, except the following costs (the “Closing Costs”) shall be allocated as follows: (i) At Closing, Seller shall be responsible for payment of the following items: (i) Seller’s attorneys’ fees, (ii) all transfer taxes due as a result of the sale of the Property, if any, (iii) that portion of the escrow or closing fee charged by the Escrow Holder being the lesser of (a) any and all documentary transferone half of such fee or (b) $1,200.00; (iv) the pay-off amounts, stamppre-payment penalties, filingrecording fees, recording, conveyance, intangible, sales and other similar Taxes incurred costs of removing and releasing all Monetary Liens and other title exceptions that are not Permitted Exceptions hereunder; (v) the cost of preparing the Deed; and (vi) the commission for any broker or listing agent hired by Seller in connection with the transactions contemplated herebyTransaction. (ii) At Closing, Purchaser shall be responsible for payment of the following items: (i) the cost of the due diligence inspections, tests, and studies that Purchaser conducts, (bii) all escrow fees and costsPurchaser’s attorney’s fees, (ciii) the cost of any endorsements to Purchaser’s Owner’s Policy, (iv) the costs of any Title Policythe title search, surveys(v) the fee for recording the Deed in the land records, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits (vi) that portion of the Property, escrow or closing fee charged by the Escrow Holder not allocable to Seller according to Section 12(e)(i) above. (diii) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with In the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by event this Agreement and the documents and transactions contemplated hereby or thereby, and 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 is terminated prior to Closing, Contributor the parties shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership shall still be responsible for any of the reimbursement to Contributor therefor incurred at or prior to Closing Costs that are still owed despite the Transaction not Closing. The provisions obligations of this Section 2.5 12(e) shall survive the Closing. In the event that the Closing does not occur, each Contributing Entity shall be responsible for its allocable portion termination of such costs and expenses incurred prior to the date that this Agreement terminates in accordance with or the terms hereofClosing.

Closing Costs. Without limitation on (a) Seller shall pay (i) the cost of recording the Deeds and subject to Section 1.9(c)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 Title Policies, the Company and additional cost of the Operating Partnership premiums for any additional or different title insurance coverage requested by Buyer, 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 (aunless in connection with a Mandatory Cure Item (in which Seller shall be responsible for such cost)); (ii) the cost of the Surveys; (iii) the Defeasance/Prepayment Costs; (iv) the Assumption Costs; (v) any mortgage taxes; and all (vi) one-half the cost of the escrow fees charged by Escrow Holder, if any. (c) Any state, county or local transfer or documentary transferstamp taxes in connection with the sale (other than mortgage taxes in connection with Buyer’s financing (if any) (“Transfer Taxes”), stamp, filing, recording, conveyance, intangible, sales any search and other similar Taxes examination fees charged in connection with the preparation of the Title Commitments (“Search and Exam Fees”) and the premiums for the Title Policies (“Owner’s Policy Premium”) shall be allocated in accordance with Schedule 4.9(c) attached hereto. (d) Seller and Buyer shall each be responsible for its own attorneys’ costs and fees incurred in connection with the transactions contemplated hereby, preparation and negotiation of this Agreement. (be) all escrow fees and costs, (c) the Any other expenses or closing costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership transaction 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, each Contributing Entity shall be responsible for its allocable portion of such costs and expenses incurred prior to the date that this Agreement terminates allocated in accordance with the terms hereoflocal real estate closing customs with respect to each Individual Property.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) All Third-Party Costs (hereinafter defined) shall 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) Environmental Reports prepared in connection with the purchase and sale of the Properties; (ii) the 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 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 all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes sale of the Properties pursuant to this Agreement; (vi) local counsel fees incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits consummation of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable Closing in connection with the discharge 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 satisfaction or customary local counsel services in similar commercial real estate transactions); (vii) fees and expenses charged by any governmental entity relating to the assumption transfer of any Existing LoanPermits 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 obtained by Purchaser, (exi) 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 Supervisor for services not included in the basic supervisory fees, (g) any separate out-of-pocket costs and expenses incurred by Sellers or fees relating to Purchaser or Tenant or their respective Affiliates in connection with the Consent Solicitation (including, without limitation, the costs of printing and mailing the Consent Solicitation and the fees consummation of the proxy solicitor) Closing or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or consummation of the IPO and closing of the Financing (j) all costs included those of a type referred to in the preceding clauses of this paragraph), including but not limited to the fees and expenses incident to this Agreementof outside counsel of Purchaser, the other Orland Park Owner, Tenant and their respective Affiliates (and outside counsel of the lender providing the Financing to the extent required by the loan documents contemplated executed by the Purchaser) in connection with the preparation and negotiation of this Agreement and the all other documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to instruments in connection with the extent any consummation of the foregoing for which Closing or in connection with the Company consummating of the Financing; and (xii) Transfer Taxes incurred on the Operating Partnership are responsible pursuant to this Section 2.5 have been paid by Contributor prior to ClosingClosing Date or in connection with the consummation of the Financing. Notwithstanding the foregoing, Contributor shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership MI shall be responsible for the reimbursement to Contributor therefor incurred at or prior to Closing. The provisions fees and expenses of the outside counsel of Sellers, MI and their respective Affiliates in connection with the preparation and negotiation of this Section 2.5 shall survive Agreement and all other documents and instruments in connection with the consummation of the Closing. In 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 (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 occur, each Contributing Entity 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 responsible 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 its allocable portion of such costs and expenses. No later than thirty (30) days after the sixth month anniversary of 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 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, recordation or other similar taxes, impositions, expenses or fees incurred in connection with the 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 and the Orland Park Property from Purchaser or the Orland Park Owner to Tenant. Transfer Taxes shall not include, and each Owner and the Orland Park Owner shall be solely responsible for any taxes 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 or the Orland Park Property for any period of time prior to the date 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 this Agreement terminates in accordance with any income tax arising as a result of the terms hereofsale and transfer of any Property by Sellers to Purchaser shall be the sole responsibility of Sellers.

Closing Costs. Without limitation on and subject to Section 1.9(c)At the Closing, the Company and the Operating Partnership shall be responsible for Seller will pay (ai) any and fifty percent (50%) of all real property transfer taxes, deed stamps, conveyance taxes, documentary transfer, stamp, filing, recording, conveyance, intangible, sales stamp taxes and other similar Taxes incurred in connection with taxes or charges payable as a result of the transactions contemplated hereby, conveyance of the Membership Interests (b“Transfer Taxes”); (ii) fifty percent (50%) of the fees and costs due Escrow Agent for its services; and (iii) all escrow fees and costsother costs this Agreement expressly requires Seller to pay. At the Closing, Buyer will pay (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of any Existing Loan, (ei) any costs associated with for any Title Policies, including title endorsements or other coverage requested by Buyer; (ii) the cost of any new financing, including any application and commitment fees or the costs updated surveys obtained by Buyer; (iii) fifty percent (50%) 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 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 and costs due Escrow Agent for its services; (iv) the cost of the proxy solicitorrecording any Closing Documents and all other recording charges; (v) or associated with any approvals or deliverable items contemplated hereunderfifty percent (50%) of all Transfer Taxes; and (vi) 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 costs and expenses, including, without limitation, consentsall expenses of legal counsel, waiversaccountants, assignments and assumptions, (h) other advisors and consultants incurred at any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred time in connection with pursuing or consummating the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement (it being understood and agreed that any such amounts for which any Target Entity or Target Subsidiary is liable under this Agreement shall be for the documents and transactions contemplated hereby or therebyaccount of Seller, and Seller shall promptly reimburse Buyer for any such amounts required to be paid by any Target Entity or Target Subsidiary following the Closing). Any other closing costs and charges not specifically described above. The parties acknowledge and agree that, designated as the responsibility of either Party in this Agreement will be paid by the Parties with respect to each Membership Interest or the applicable Individual Hotel according to the extent any usual and customary allocation/apportionment of such costs in the foregoing for jurisdiction in which such applicable Individual Hotel is located, unless otherwise agreed to by the Company and the Operating Partnership are responsible pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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 ClosingParties in writing. The provisions of this Section 2.5 shall 5.5 will survive the Closing. In the event that the Closing does not occur, each Contributing Entity shall be responsible for its allocable portion or any earlier termination of such costs and expenses incurred prior to the date that this Agreement terminates in accordance with the terms hereofAgreement.

Closing Costs. Without limitation on Purchaser shall pay (i) any premiums or fees required to be paid by Purchaser with respect to obtaining a New Title Policy as set forth in Section 4.1, (ii) the cost of any New Survey if Purchaser so elects to obtain one, (iii) one-half of the customary closing costs of the Escrow Agent, (iv) 27.972% of any mortgage tax, title insurance fees and subject to expenses for any loan title insurance policies or recording charges payable in connection with an assumption, permitted transfer of the equity interests of the Upper Tier Entities, or prepayment in full of the Existing Mortgage Financing at Closing in accordance with Section 1.9(c)5.4.13, (v) 27.972% of any loan assumption fees, transfer fees, prepayment fees, or other fees and/or costs charged by the Existing Mortgage Lender (including without limitation, the Company reasonable fees of its servicer or respective attorneys) in connection with an assumption, a permitted transfer of the equity interests of the Upper Tier Entities, or prepayment in full of the Existing Mortgage Financing at Closing in accordance with Section 5.4.13, and (vi) the Operating Partnership fees and expenses of Purchaser’s own attorneys, accountants, consultants and advisors. Seller shall pay or cause to be responsible for paid (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred premiums or fees required to be paid by Seller with respect to obtaining a New Title Policy as set forth in connection with the transactions contemplated herebySection 4.1, (b) all escrow fees and coststhe cost of recording any instruments required to discharge any liens or encumbrances against the Common REIT Interests or the Property by or through Seller, (c) one-half of the customary closing costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the PropertyEscrow Agent, (d) any transfer taxes with respect to the conveyance of the Common REIT Interests or in connection with any direct or indirect equity transfer of the Targets, (e) the fees and all assumptionexpenses of Seller’s own attorneys, prepayment consultants and advisors, (f) 72.028% of any mortgage tax, title insurance fees and expenses for any loan title insurance policies, recording charges or other fees, penalties or amounts due and payable in connection with an assumption, permitted transfer of the discharge equity interests of the Upper Tier Entities, or prepayment in full of the Existing Mortgage Financing at Closing in accordance with Section 5.4.13, and satisfaction or the assumption of 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 Supervisor for services not included in the basic supervisory fees, (g) 72.028% of any out-of-pocket costs loan assumption fees or prepayment fees relating to charged by the Consent Solicitation (including, without limitation, the costs of printing and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred Existing Mortgage Lender in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreementan assumption, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent any permitted transfer of the foregoing for which equity interests of the Company and Upper Tier Entities, or prepayment in full of the Operating Partnership are responsible pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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 Existing Mortgage Financing 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, 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 accordance with the terms hereofSection 5.4.13. 5.4.9 [Omitted].

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Purchaser shall be responsible pay for (ai) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with charges for any extended coverage and/or the transactions contemplated hereby, Special Endorsements; (b) all escrow fees and costs, (cii) the costs of Purchaser's inspections of the Property; (iii) the cost of recording said special warranty deed and other instruments of conveyance; (iv) one-half of any Title Policyescrow fee, surveys, appraisals, environmental, physical and financial audits and not 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 other examinationscosts customarily paid by purchasers of similar property. Seller shall pay for (i) documentary stamp taxes or any other state, inspections county and/or local transfer taxes required to be paid with respect to the special warranty deeds, if any; (ii) the cost of recording any STORE NO. 2872R corrective title instruments; (iii) the premiums for the owner'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) costs to remove, or audits costs of endorsements providing insurance coverage over any Title/Survey Objection or New Title/Survey Exception; (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; (vii) the costs of the Title Commitments (including all updates thereof) and the Survey of the Property, ; (dviii) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption one-half of any Existing Loanescrow fee, not to exceed TWO HUNDRED FIFTY AND 00/100 DOLLARS (e) any $250.00); and (ix)any other costs associated with any new financing, including any application customarily paid by sellers of similar Property. Each of Purchaser and commitment fees or the costs of such new lender’s other requirements, (f) Seller shall bear its own and Contributor’s attorneys’ and advisors’ ' fees, charges and disbursements, including without limitation, any hourly rate fees paid to the 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereof.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) Borrower shall pay: (i) any and all state, municipal or other documentary transferor transfer taxes payable in connection with the delivery of any instrument or document provided in or contemplated by this Agreement, stamp, filing, recording, conveyance, intangible, sales any agreement or commitment described or referred to herein or the transactions contemplated herein; (ii) all escrow fees and other title charges relating to the transactions contemplated hereunder; (iii) the charges for or in connection with the recording andlor filing of any instrument or document provided herein or contemplated by this Agreement or any agreement or document described or referred to herein; (iv) any and all broker's fees or similar Taxes incurred fees claimed by any party employed by Borrower in connection with the transactions contemplated herebyherein; (v) Borrower's legal, (b) all escrow accounting and other professional fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits expenses and the costs cost of any other examinationsall opinions, inspections certificates, instruments, documents and papers required to be delivered, or audits of the Propertyto cause to be delivered, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or associated with any approvals or deliverable items contemplated by Borrower hereunder, including, without limitation, consentsthe 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 site inspections, waivers, assignments environmental audits and assumptions, surveys which are not required to be paid by Lender under Section 4.1(b)(ii) below. (hb) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, Lender shall pay: (i) any and all other costs and expenses it and Contributor have incurred broker's fees or similar fees claimed by any party employed by Lender in connection with the transactions hereunder, provided, however, Lender shall not be deemed to have employed any party by merely receiving information concerning Borrower, the Facilities or related to the transactions contemplated hereby hereunder or by executing any agreement to hold such information confidential; (ii) the IPO and first Seventy-Five Thousand Dollars (j$75,000) all costs of Lender's legal fees and expenses incident to this Agreementand the costs of any site inspections, environmental audits and surveys performed by or on behalf of Lender, including travel and out-of-pocket expenses for such inspections, audits and surveys. (c) The Facilities are presently encumbered by certain mortgages and certain other security instruments (individually and collectively, the other documents contemplated by this Agreement "Existing Encumbrances"). Borrower shall cause the Existing Encumbrances and the documents all indebtedness secured thereby to be fully satisfied, released and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent any discharged 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 provide 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 record on or prior to Closingthe Loan Closing Date (recognizing that Borrower may use the proceeds of the loan contemplated hereby to satisfy the same). The provisions Borrower acknowledges that such satisfaction, release and discharge may involve prepayment penalties or premiums and other costs or expenses, all of this Section 2.5 shall survive the Closing. In the event that the Closing does not occur, each Contributing Entity which shall be responsible for paid by Borrower at its allocable portion of such costs sole cost and expenses incurred prior to expense on or before the date that this Agreement terminates in accordance with the terms hereofLoan Closing Date.

Closing Costs. Without limitation on 12.1 The costs and subject expenses relating to Section 1.9(cthe transactions and transfers contemplated by this Agreement shall be split by the parties as follows: (A) Seller shall pay the cost of (i) the base premium for the Title Policies and the cost of any curative endorsement obtained by Seller to cure any Unpermitted Exception, but only to the extent that Seller affirmatively agrees to cure the Unpermitted Exception (i.e., through a special endorsement negotiated by Seller and Escrowee) in Seller’s Title Response (the “Curative Endorsements”), (ii) 50% of the Company escrow fees and related charges imposed by Escrowee, (iii) the Operating Partnership shall be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred recording fees in connection with the transactions contemplated hereby, Memos of Lease; and (b) all escrow fees and costs, (civ) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits cost of the PropertyDue Diligence Materials ordered by the Seller, and (dB) any and all assumption, prepayment or other fees, penalties or amounts due and payable Purchaser shall pay the cost of (w) the recording fees in connection with the discharge and satisfaction or the assumption of any Existing LoanDeeds, (ex) 50% of the escrow fees and related charges imposed by Escrowee, (y) any costs associated endorsements to the Title Policies (except the Curative Endorsements), including the cost of extended coverage, and (z) any costs, expenses or charges in connection with any new financingloan or financing obtained by Purchaser, 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 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 cost of printing and mailing the Consent Solicitation and any lender’s policy or policies of title insurance issued to any lender to Purchaser. Each party shall be responsible to pay the fees and expenses of the proxy solicitor) or associated with their legal counsel. 12.2 All transfer, documentary, sales, use, stamp, registration and other such federal, state and local taxes and fees (including any approvals or deliverable items contemplated hereunderpenalties, includinginterest, without limitation, consents, waivers, assignments additions to tax and assumptions, (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have relating to such taxes, but excluding any transfer gains taxes), whether for real or personal property, incurred in connection with the consummation and performance of the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreementcollectively, the other documents contemplated “Transfer Taxes”) shall be split 50/50 by this Agreement and the documents and transactions contemplated hereby or therebySeller, on one hand, and not specifically described abovePurchaser, on the other. The parties acknowledge Purchaser shall timely prepare and agree thatfile all tax returns and other filings with respect thereto, unless otherwise required by law or agreed to by the parties. Purchaser and Seller will cooperate with each other in the preparation of any such tax returns or other filings. 12.3 No proration shall be made of real estate taxes, utility charges and maintenance expenses with respect to the extent any of Properties (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 provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership parties acknowledging that Seller shall be responsible for the reimbursement to Contributor therefor incurred at or prior to Closing. The provisions of this Section 2.5 all such charges, taxes and expenses under each respective Lease). 12.4 This Article 12 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) Seller shall pay: (1) The costs, if any, of satisfying any liens, curing title defects and all documentary transferrecording any curative title documents; (2) One-half (1/2) of the escrow fees or closing service fees, stamp, filing, recording, conveyance, intangible, sales if any; (3) The costs of Title Insurance; (4) A credit to Buyer in the amount of Four Hundred Fifty Thousand and other similar Taxes 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 transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits sale of the PropertyProperty to Buyer, if and when this transaction closes, in accordance with a separate written agreement between Broker and Seller; and (d7) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 ContributorSeller’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid to the Supervisor for services not included in the basic supervisory fees, (g) any out-of-pocket costs or fees relating to the Consent Solicitation sale of the Property. (including, without limitation, the b) Buyer shall pay: (1) The costs of printing and mailing the Consent Solicitation and the fees Buyer’s due diligence investigations; (2) One-half (1/2) of the proxy solicitorescrow fees or closing service fees, if any; (3) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with Municipal transfer taxes imposed upon the transactions contemplated hereby or hereby; (4) The costs of the IPO and Phase I environmental site assessment to be obtained by Buyer, if any; (j5) all The costs and expenses incident of the new Survey; (6) All Assumption Costs; (7) Mortgage taxes, if any, attributable to this Agreement, Buyer’s assumption of the other documents contemplated Existing Loan; (8) Reimbursement to Seller of any escrows previously posted with the Existing Lender by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, Seller to the extent such escrows remain posted with the Existing Lender; (9) The costs of 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 provide 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, each Contributing Entity shall be responsible for its allocable portion of such costs and expenses incurred prior endorsement to the date existing loan title policies insuring the Existing Mortgage and any special endorsements to the owner’s title policies (other than endorsements that this Agreement terminates Seller agrees to obtain in accordance with order to cure a Buyer title objection) to be issued at Closing; (10) The costs of recording the terms hereofclosing documents to be recorded; and (11) Buyer’s attorneys’ fees.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Seller shall be responsible for pay (a) the fees of any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred counsel representing it in connection with the transactions contemplated hereby, this transaction; (b) with regard to title, the cost of curing all escrow fees and costs, title objections for which Seller is responsible under this Agreement; (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, recording all Monetary Lien cancellations; (d) any and all assumption, prepayment transfer tax or other excise or franchise tax relating to the transfer of the Property; (e) one-half (1/2) of the escrow fee charged by the Title Company; (f) the cost of the title commitment and the Title Policy; and (f) 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, penalties or amounts due appraisal costs, groundwater irrigation costs, and payable travel costs. Purchaser shall pay (i) the fees of any counsel representing Purchaser in connection with this transaction from and after the discharge Effective Date; (ii) the fees for recording the Deed; (iii) the premium on any endorsements to the Title Policy and satisfaction or the assumption costs of any Existing Loanlender’s policy of title insurance; (iv) one-half (1/2) of the escrow fee charged by the Title Company; (v) the cost of the Survey, if any, including updates or revisions necessary to comply with the requirements of Purchaser or its lender; (evi) all fees, costs and document recordation taxes and charges related to any financing obtained by Purchaser; and (vii) all expenses and costs associated with any new financing, including any application and commitment fees Inspections or the engagement of any Purchaser Parties to perform Inspections from and after the Effective Date; provided, however, in the event Purchaser shall terminate this Agreement as provided for in Section 3.2, Seller shall reimburse Purchaser all costs incurred by Purchaser within ten (10) days of such new lenderwritten request for reimbursement. Such costs to be reimbursed include but are not limited to Purchaser’s other requirements, (f) its own costs and Contributor’s expense associated with: attorneys’ and advisors’ fees, charges and disbursementstitle costs, including without limitation, any hourly rate fees paid to the 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 cost of the proxy solicitor) or Survey, travel costs associated with any approvals or deliverable items contemplated hereunderinspections of the Property, includingother transactional costs, without limitation, consents, waivers, assignments and assumptions, (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection associated with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent any Inspections 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 provide 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, 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 accordance with the terms hereofProperty.

Closing Costs. Without limitation on and subject to Section 1.9(c)If the Closing shall occur, the Company and the Operating Partnership Optionor shall be responsible for pay, at or before Closing, (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with one-half the transactions contemplated herebypremium for Pabst’s California owner’s policy of title insurance (the “Title Policy”), (b) all escrow fees transfer, excise, sales and/or similar taxes (other than income taxes or franchise taxes) which may be assessed against any proceeds received by Optionor or MillerCoors in connection with Optionor’s and costsMillerCoors’ transfer to Pabst of title to the Purchased Assets (all such taxes, the “Applicable Transfer and Sales Taxes”) in excess of the amount of Applicable Transfer and Sales Taxes for which Pabst is responsible for under this Section 12.1(b), (c) one-half (1/2) the costs of any Title Policy, surveys, appraisals, environmental, physical fees for recording the Deed conveying the Real Property to Pabst and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable one-half (1/2) of the escrow fee (if any) charged by Escrow Agent in connection with the discharge and satisfaction transaction that is the subject of this Agreement. Pabst shall pay, at or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returnsbefore Closing, (i) one half of all Applicable Transfer and Sales Taxes, except Pabst shall not be responsible for any Applicable Transfer and Sales Taxes applicable to the transfer of personal property in excess of $2,000,000, (ii) the cost of any extended coverage, endorsements or other costs and expenses it and Contributor have incurred modifications requested by Pabst to the Title Policy, (iii) one-half (1/2) of the escrow fee (if any) charged by Escrow Agent in connection with the transactions contemplated hereby or transaction that is the IPO and (j) all costs and expenses incident to subject of this Agreement, (iv) one-half the premium for Pabst’s California owner's policy of title insurance and (v) one-half the fees for recording the Deed. Any other Closing costs or Closing expenses that are not expressly provided for in this Agreement shall be allocated fifty-fifty (50/50) as between MillerCoors and Optionor, on the one hand, and Pabst on the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereofhand.

Closing Costs. Without limitation (1) At the Closing, Seller shall be liable for the payment of (i) all applicable Land Transfer Tax and registration fees (the “Transfer Tax Payments”) imposed pursuant to the laws of the 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 subject 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 mortgages that are not to be assumed (iii) its share of the title insurance-related costs as described in Section 1.9(c6(1)(ii), (iv) one-half of any escrow fees, and (v) the Company cost of the appraisals, engineering reports and Phase 1 environmental reports ordered by Seller. (2) At the Operating Partnership Closing, Purchaser shall be responsible for (ai) any and all documentary transferits share of the title insurance-related costs as described in Section 6(1)(ii), stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred (ii) recording charges in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits conveyance of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 Property to the Supervisor for services not included in the basic supervisory fees, (g) any out-of-pocket costs or fees relating to the Consent Solicitation Purchaser (including, without limitation, recording fees), (iii) one-half of any escrow fees, (iv) the costs of printing and mailing the Consent Solicitation and the fees cost of the proxy solicitorappraisals, engineering reports and Phase 1 environmental reports ordered by Purchaser, and (v) or associated all applicable provincial sales tax and federal goods and services tax payable in connection with any approvals or deliverable items contemplated hereunderthe sale, transfer, assignment and delivery of the Property by the Seller to the Purchaser. (3) Seller and Purchaser agree that each party shall pay its own costs, fees and expenses of counsel retained by each party in connection with the consummation of this transaction. (4) Purchaser shall be 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, including, without limitation, consentsrecording fees, waiversdebt placement fees, assignments initial rating agency fees (but not on-going fees), surety bond fees and assumptions, (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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 counsel for the reimbursement to Contributor therefor incurred at or prior to Closingdebt. The provisions of this Section 2.5 9 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof.

Closing Costs. Without limitation on At Closing, Seller and subject to Section 1.9(c)Purchaser shall respectively pay the following costs and expenses: 7.4.1 Seller shall pay (i) the fees and expenses of Seller’s attorneys; (ii) one-half (1/2) of any transfer tax or excise tax or other costs, the Company and the Operating Partnership shall be responsible for (a) any and all fees or documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes tax stamps incurred in connection with the transactions contemplated herebyrecording of the Deed, if any; (b) all escrow fees and costs, (ciii) the costs of cost to remove or discharge any Title PolicyMatter 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, surveys, appraisals, environmental, physical including endorsements necessary to insure over Title Matters that Seller agrees to cure; (iv) brokerage fees payable to Seller’s broker pursuant to Section 10; and financial audits and the costs of (v) any other examinations, inspections or audits costs and expenses actually incurred by Seller. The terms of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction this Section 7.4.1 shall survive Closing or the assumption termination of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, this Agreement. 7.4.2 Purchaser shall pay (i) all costs for the Title Policy; (ii) one-half (1/2) of any transfer tax or excise tax or other costs and expenses it and Contributor have costs, fees or documentary tax stamps incurred in connection with the transactions contemplated hereby or recording of the IPO and Deed, if any;; (jiii) all escrow charges; (iv) all costs and expenses incident incurred in connection with Purchaser’s inspection of the Property, including the cost of any environmental assessments obtained by Purchaser; (v) the fees and expenses of Purchaser’s attorneys; (vi) the Updated Survey (if same is obtained by Purchaser); (vii) brokerage fees payable to this Agreement, the Purchaser’s broker pursuant to Section 10; and (viii) any other documents contemplated costs and expenses actually incurred by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described abovePurchaser. 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 provide 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 terms of this Section 2.5 7.4.2 shall survive Closing or the Closing. In the event that termination of this Agreement. 7.4.3 All other costs and charges of the Closing does not occurand consummation of the purchase and sale transaction contemplated in this Agreement shall be charged and payable by the party that is customarily charged in such transactions in the Greenville, South Carolina area. Notwithstanding the foregoing, each Contributing Entity party shall be responsible for pay its allocable portion own attorneys’ fees and fees of such costs and expenses any accountants and/or advisors incurred prior to the date that this Agreement terminates in accordance connection with the terms hereoftransaction contemplated in this Agreement.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Seller shall be responsible for pay: (a) any the cost of the owner’s standard coverage title policy premium charged by the Title Insurer and all documentary transfertitle policy endorsements, stampwhether for owner’s or lender’s policies, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with that are required by the transactions contemplated hereby, Title Insurer to cure a title defect that Seller has herein agreed to cure; (b) all escrow fees and costs, any existing liens or mortgages on the Property (except as set forth in the immediately following sentence); (c) one-half (1/2) of the costs of the Title Insurer and Escrow Agent closing fees; (d) one-half (1/2) of any state or country transfer taxes with respect to the transfer of the Land and Improvements, and any Personal Property; (e) the cost of the updated Property Survey and one-half (1/2) of the cost of the Garage Survey (hereinafter defined) pursuant to Section 5; (f) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of any Existing Loan, (e) any costs associated with any new financing, including any application and commitment fees or the costs of such new lenderSeller’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 Supervisor for services not included in the basic supervisory fees, legal counsel; (g) all costs to record the Deed and any out-of-pocket costs documents to cure any matter of title or fees relating survey that Seller is obligated to the Consent Solicitation (including, without limitation, the costs of printing and mailing the Consent Solicitation and the fees of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptions, cure under this Agreement; (h) any costs or fees relating all Parking Garage Property Documents to which Seller is a party that are necessary to be recorded to consummate the winding up transfer of Contributor, including the preparation Shares; and filing of final Tax returns, (i) all other costs normally paid by sellers of similar real estate transactions, as reasonably determined by the Escrow Agent. Buyer shall pay the cost of (q) any lender’s policy and expenses it all endorsements or extended coverage to any lender’s or to any owner’s standard coverage title policy; (r) the cost to remove any liens on the Property created by B▇▇▇▇ or any of Buyer’s agents or contractors; (s) the costs of Buyer’s due diligence excluding the costs of any updated Property Survey and Contributor have incurred in connection with one-half (1/2) of the transactions contemplated hereby or cost of the IPO and Garage Survey (jas defined below), if any; (t) all costs and expenses incident to this Agreement, record any loan documents in order to complete the other documents transaction contemplated by this Agreement Agreement; (u) the cost to record all Parking Garage Property Documents to which Seller is not a party; (v) one-half (1/2 of the costs of the Title Insurer and Escrow Agent; (w) one-half (1/2 of any state or local transfer taxes with respect to the transfer of the Land and Improvements, and any Personal Property; (x) the cost of buyer’s legal counsel; and (y) all other costs normally paid by buyers of similar real estate transactions, as reasonably determined by the Escrow Agent. Brokerage commissions shall be paid as set forth in Section 15. The obligations of the parties with respect to indemnification, hold harmless and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent any payment of the foregoing for which the Company costs and the Operating Partnership are responsible pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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 expenses shall survive the Closing. In the event that the Closing does not occur, each Contributing Entity shall be responsible for its allocable portion termination of such costs and expenses incurred prior to the date that this Agreement terminates in accordance with the terms hereofAgreement.

Closing Costs. Without limitation on and subject to Section 1.9(c), Seller shall pay (i) the Company and the Operating Partnership shall be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated herebyBrokerage Commission, (bii) fifty percent (50%) of all escrow or closing charges of the Title Company, (iii) all escrow recording fees and costs, (c) for the costs release of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of liens on the Property, as required pursuant to the terms of this Agreement, and (div) any and all assumption, prepayment or other fees, penalties or amounts due and Transfer Taxes (if any) payable in connection with the discharge transfer of the Interests to Buyer. Buyer shall pay (i) the cost of the base premium for Buyer’s title insurance policy and satisfaction or the assumption of any Existing Loan, (e) any all other title 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 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, any additional title premiums, costs or charges for extended coverage or endorsements), (ii) the costs cost of printing and mailing the Consent Solicitation and the fees any new or updated survey of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptionsProperty, (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (jiii) all costs and expenses incident to this Agreementincurred by Buyer in connection with its Property Investigation, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, each Contributing Entity shall be responsible for its allocable portion of such (iv) all costs and expenses incurred prior to by Buyer in connection with any financing obtained by Buyer (including the date that cost of any lender title insurance policy), and (v) fifty percent (50%) of all escrow or closing charges of the Title Company. Without limiting Section 32(c) herein, each party shall pay the cost of its own counsel. Any other closing costs not specifically allocated in this Agreement terminates between Buyer and Seller shall be borne and paid in accordance with local custom. Seller agrees to use commercially reasonable efforts (but without any obligation to pay any sums) to cause Owner’s current mortgage lenders to assign at the terms hereofClosing the existing mortgages on the Real Property to one or more mortgage lenders determined by Buyer. If any such assignment occurs at the Closing (or, in the alternative, if Buyer is obtaining a mortgage from Owner’s current mortgage lenders and instead of any assignment of the existing mortgages on the Real Property there is an amendment and restatement of such existing mortgage and/or an assumption of the existing mortgage), then at the Closing Seller shall receive from Buyer an amount equal to one-half of the documentary stamp tax savings and one-half of the intangible tax savings actually realized by Buyer solely as a result of such assignment (i.e., one-half of the documentary stamp tax and one-half of the intangible tax that Buyer would have otherwise had to pay at the Closing if such assignment of the existing mortgage to Buyer’s new lender had not occurred). In addition, at the Closing Buyer shall receive a credit against the Purchase Price in an amount equal to one-half of the documentary stamp tax and other Transfer Tax savings realized by Seller as a result of Buyer’s acquiring the Interests rather than the Property directly (i.e., one-half of the documentary stamp tax and other Transfer Tax that Seller would have had to pay at the Closing if Buyer had instead acquired fee simple title to the Property by deed).

Closing Costs. Without limitation on and subject to Section 1.9(c), (i) Seller shall pay (i) the Company and the Operating Partnership shall be responsible for (a) fees of any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred counsel representing it in connection with the transactions contemplated herebythis transaction, (bii) all one-half of any escrow fees and costsfee which may be charged by Escrow Agent, (ciii) one half of the title insurance premium for the Title Policy, including any additional costs attributable to any extended coverage or endorsements, and the cost of the title search and exam for the Property, (iv) the costs of any Title Policycuring all title objections for which Seller is responsible under this Contract, surveys, appraisals, environmental, physical and financial audits and (v) the costs of any other examinationsrecording all mortgage cancellations, inspections or audits of the Propertyif applicable, and (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (ivi) all other costs and expenses it and Contributor have incurred by Seller or required to be paid by Seller pursuant to any other provision of this Contract. (ii) Purchaser shall pay (i) the fees of any counsel representing Purchaser in connection with this transaction, (ii) one-half of any escrow fees charged by Escrow Agent or Title Company, (iii) all applicable transfer taxes and fees, documentary stamp taxes and similar charges relating to the transactions transfer of the Property (iv) the premium for any lender’s title policy, (v) the cost of Purchaser’s inspections of the Property, (vi) the cost of the Survey, (vii) the costs of recordable documents contemplated hereby or by this Contract (including the IPO Deed), and (jviii) the costs of any financing obtained by Purchaser including, without limitation, any indebtedness tax incurred as a result of any financing obtained by Purchaser and all costs and expenses incident associated with any mortgagee title policy obtained by Purchaser’s lender, if any, (ix) one-half of the title insurance premium for the Title Policy, including any additional costs attributable to this Agreementany extended coverage or endorsements, the other documents contemplated by this Agreement and the documents cost of the title search and transactions contemplated hereby exam for the Property, (x) the costs of any environmental report or therebyother inspections of the Property, if any, made by Purchaser, and 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 provide 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, each Contributing Entity shall be responsible for its allocable portion of such (xi) all other costs and expenses incurred prior by Purchaser or required to be paid by Purchaser pursuant to any other provision of this Contract. (iii) Except as otherwise provided herein, all other costs and expenses shall be paid by the date that this Agreement terminates party incurring the same and all other customary purchase and sale closing costs and charges shall be paid by Seller or Purchaser in accordance with the terms hereoflaw and customs with respect to title closings in Nashville Tennessee.

Closing Costs. Without limitation 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) All state and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangiblelocal real property transfer taxes, sales taxes and other similar Taxes incurred in connection with taxes applicable to the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits conveyance of the Property, ; (dii) The fees and disbursements of Seller’s counsel; (iii) All release fees and other charges required to be paid in order to release from the Property any Mandatory Removal Items; (iv) The costs to obtain the estoppel agreements and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption Termination Agreement; and (v) One-half (1/2) of any Existing Loanescrow and/or closing fees charged by the Title Company. 7.1.2. At Closing, (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 in addition to the 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 balance of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments Purchase Price and assumptions, (h) any costs or fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereofof the Escrow & Closing Instruction Agreement and Section 6.3.2 of this Agreement, Purchaser shall pay: (i) All premiums, fees and costs associated with the issuance of the Title Policy, together with any endorsements thereto that Purchaser may elect to 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 Property; (iii) Any 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 Title Company; and (v) The fees to record the Ground Lease Assignment and Assumption Agreement and the Recognition Agreements.

Closing Costs. Without limitation on (a) All Third-Party Costs (hereinafter defined) shall be borne one hundred percent (100%) by Purchaser and subject shall be in addition to Section 1.9(c)the payment of the Purchase Price. Notwithstanding the foregoing, if the Company and amount of all Third-Party Costs exceeds $1,276,970, (i) the Operating Partnership Sellers shall be responsible for an amount (a"Seller's Portion of Third-Party Costs") equal to 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, 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 the purchase and sale of the Properties; (ii) the Surveys prepared prior to the Initial Closing Date pursuant to Section 2.4(a); (iii) premiums for the title insurance policies and endorsements to be provided at the Applicable Closing pursuant to the terms of this Agreement; (iv) any closing or escrow charges or other expenses payable on the Applicable Closing Date to the Title Company conducting the Applicable Closing; (v) property appraisals prepared prior to the Initial Closing Date in connection with the purchase and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes sale of the Properties pursuant to this Agreement; (vi) local counsel fees incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits consummation of the Property, (d) any and all assumption, prepayment Applicable Closing or other fees, penalties or amounts due and payable incurred prior to the sixth month anniversary of the Initial Closing Date in connection with the discharge 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 satisfaction or customary local counsel services in similar commercial real estate transactions); (vii) fees and expenses charged by any governmental entity prior to the assumption sixth month anniversary of any Existing Loanthe 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 obtained by Purchaser prior to the Initial Closing Date, (exi) 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 Supervisor for services not included in the basic supervisory fees, (g) any separate out-of-pocket costs and expenses incurred by Sellers or fees relating to Purchaser or their respective Affiliates in connection with the Consent Solicitation (including, without limitation, the costs of printing and mailing the Consent Solicitation and the fees consummation of the proxy solicitor) Applicable Closing or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or consummation of the IPO and closing of the Financing (j) all costs included those of a type referred to in the preceding clauses of this paragraph), including but not limited to the fees and expenses incident of outside counsel of Sellers, Purchaser, Tenant and their respective Affiliates (and outside counsel of the lender providing the Financing to this Agreement, the other extent required by the loan documents contemplated executed by the Purchaser) in connection with the preparation and negotiation of this Agreement and the all other documents and transactions contemplated hereby instruments in connection with the consummation of the Applicable Closing or therebyin 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, and not specifically described above. The parties acknowledge and agree thatInc. 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 foregoing for which Purchase Price among the Company Applicable Property Transferees set forth in Schedule I if and to the Operating Partnership 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 responsible 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 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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 such party responsible for reimbursing 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, each Contributing Entity shall be responsible other party for its allocable portion of such 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 term "Transfer Taxes" shall mean any transfer, sales, use, 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 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 date 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 this Agreement terminates in accordance with any income tax arising as a result of the terms hereofsale and transfer of any Property by Sellers to Purchaser shall be the sole responsibility of Sellers.

Closing Costs. Without limitation on Each party shall pay its own costs and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred expenses arising in connection with the transactions contemplated herebyClosing (including, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 except that the costs specifically set forth in this Section 10.2 shall be allocated between the parties as set forth herein. Subject to the Supervisor terms of Section 1.2, Transferor shall be responsible for services not included the following closing costs (such costs being referred to herein as “Transferor’s Closing Costs”): (a) the cost of discharging any Liens against, and other matters affecting title to, the Properties and recording any instruments in connection therewith, if and to the basic supervisory feesextent Transferor is expressly obligated under Section 2.2, or otherwise elects, to discharge such Liens, (gb) any outone-of-pocket half of the customary closing costs or fees relating to the Consent Solicitation (including, without limitation, the costs of printing and mailing the Consent Solicitation and the escrow fees of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments Title Company and assumptionsEscrow Agent related to direct and/or indirect transfer of the Properties and the Contributed Interests, (hc) any costs or fees relating to one-half of the winding up of ContributorAssumption Fees, including and (d) the preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby 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 (such costs being referred to herein as “Transferee’s Closing Costs”): (i) any documentary, transfer, stamp, sales, use, gross receipts or similar taxes related to the IPO transfer of the Contributed Interests; (ii) other than the Incremental Title Costs, the premium for the Title Policies (and all endorsements thereto); (iii) one-half of the customary closing costs and escrow fees of the Title Company and Escrow Agent related to direct and/or indirect transfer of the Properties; (iv) one-half of the Assumption Fees, (v) the cost of the Surveys, and (jvi) all the costs and expenses incident to this Agreementincurred in connection with the termination of certain Contracts, the other documents contemplated by this Agreement as and the documents and transactions contemplated hereby or thereby, and 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 payable by Transferee pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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 Closing6.3. The provisions of this Section 2.5 10.2 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof.22452514v30

Closing Costs. Without limitation on Purchaser shall bear the cost of (i) the title search and subject to Section 1.9(c)preparation of the Title Commitment prepared by the Title Company, the Company and the Operating Partnership shall be responsible premium for (a) Purchaser’s title policy and any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales endorsements requested by Purchaser or its lender; (ii) one half (1/2 of the fees and other similar Taxes incurred charges of third parties in connection with the transactions contemplated herebySurvey; (iii) one-half (1/2) of the documentary transfer taxes and the recording fees for the Deed, subject to a maximum amount of $4,683 for such taxes and fees; (biv) one-half (1/2) of all escrow and closing fees relating to the sale of the 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 fees and costs, (c) the costs charges of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable third parties in connection with the discharge and satisfaction or Environmental Reports. Seller shall bear the assumption cost of any Existing Loan, (ei) any costs associated with any new financing, including any application commission due to Broker (as defined in Article X); (ii) the greater of (x) one-half (1/2) of the documentary transfer taxes and commitment the recording fees or for the costs Deed and (y) the amount of such new lender’s other requirements, taxes and fees not required to be paid by Purchaser pursuant to preceding sentence of this Section 5.6; (fiii) its own one-half (1/2) of all escrow and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid to the Supervisor for services not included in the basic supervisory fees, (g) any out-of-pocket costs or closing fees relating to the Consent Solicitation sale of the Property (includingbut not in connection with any financing by Purchaser, without limitation, the costs which shall be paid solely by Purchaser); (iv) one-half (1/2) of printing and mailing the Consent Solicitation and the fees and charges of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred third parties in connection with the transactions contemplated hereby or the IPO Survey, and (jvi) all one half (1/2) of the fees and charges of third parties in connection with the Environmental Reports. Each party shall pay its own attorneys’ fees pertaining to the sale of the Property. All other costs and expenses incident pertaining to this Agreement, the other documents contemplated by this Agreement and sale of the documents and Property shall be allocated as is customary for real estate transactions contemplated hereby or thereby, and not specifically described abovewhere the Property is located. The parties acknowledge agree to cooperate in all reasonable respects to minimize all such costs, premiums, taxes, 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 provide 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, 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 accordance with the terms hereoffees.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Seller shall be responsible for pay (a) the fees of any counsel representing it in connection with this transaction, (b) the costs of endorsements to the Title Policy under subclause (x) of Section 2.4 to be issued to Purchaser by the Title Company at Closing; (c) one-half of the fees for recording the Deed, (d) one-half of any state, county and municipal transfer taxes, documentary stamp taxes or similar taxes imposed by the State of Maryland, the County of ▇▇▇▇▇▇▇▇▇▇ or the City of Rockville which become payable by reason of the transfer of the Real Property, and (e) one-half of all documentary transfer, stamp, filing, recording, conveyance, intangible, sales escrow fees charged by the Escrow Agent or the Title Company. Purchaser shall pay (t) the fees of any counsel representing Purchaser in connection with this transaction; (u) the premium for the Title Policy and other similar Taxes incurred the cost of all endorsements thereto (excluding of the costs of the endorsements for which Seller is obligated as set forth above in clause (b)) and the cost of any lender’s title policy to be issued in connection with the transactions contemplated herebyClosing, (bv) the cost of the Survey; (w) one-half of the fees for recording the Deed, (x) one -half of any state, county and municipal transfer taxes, documentary stamp taxes or similar taxes imposed by the State of Maryland, the County of ▇▇▇▇▇▇▇▇▇▇ or the City of Rockville which become payable by reason of the transfer of the Real Property, and (y) one-half of all escrow fees and costs, (c) charged by the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction Escrow Agent or the assumption of 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 Title Company. All 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement transaction and the documents and transactions contemplated hereby or thereby, and 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 closing thereof shall be paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereofparty incurring same.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership The Sagicor Parties shall be responsible for at Closing for: (a1) the payment of all expenses, stamp duty, transfer taxes, general consumption tax and any fines or penalties related thereto and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes sums incurred in connection with related to the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections transfer or audits vesting of the Property, (d) Assets to or in Sagicor Newco and for any and all assumption, prepayment stamp duty or other fees, penalties transfer tax payable upon the transfer or amounts due and payable in connection with issuance of the discharge and satisfaction Sagicor Newco Shares to Playa or the assumption of 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 incurred related to the Supervisor for services not included in share exchanges contemplated pursuant to Section 2.01; provided that if any transfer tax is deemed to be the basic supervisory fees, (g) any out-of-pocket costs or fees relating to obligation of Playa and recoverable from Playa by the Consent Solicitation (including, without limitationSagicor Parties, the costs Exchange Consideration shall 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 printing and mailing Playa; or (2) provided that, if Playa delivers the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returnsAsset Vesting Notice, (i) all other costs one hundred percent (100%) of any transfer tax applicable to the conveyances and expenses it and Contributor have incurred in connection with transfers of the transactions contemplated hereby or the IPO and (j) all costs and expenses incident Assets to this Agreement, the other documents Playa contemplated by this Agreement and any fines or penalties related thereto shall be paid by the documents Sagicor Parties; and transactions contemplated hereby or thereby, (iii) fifty percent (50%) of stamp duties and not specifically described above. The parties acknowledge and agree that, registration fees applicable to the extent any conveyances and transfers of the foregoing for which Assets to Playa contemplated by this Agreement shall be paid by the Company Sagicor Parties and the Operating Partnership are responsible pursuant to this Section 2.5 have been other fifty percent (50%) of stamp duties and registration fees shall be paid by Contributor prior Playa. (3) Any GCT required to Closingbe 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 the Sagicor Parties subject to clause (g) below. Except as otherwise provided herein and subject to Section 10.01, Contributor all other closing costs and expenses of the parties shall provide be split equally between the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership parties, provided, however, each party hereto shall be responsible for the reimbursement to Contributor therefor incurred at or prior to Closing. The provisions payment of this Section 2.5 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereofrespective attorneys’ fees.

Closing Costs. Without limitation Seller shall pay (i) the 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) one-half of any escrow fee imposed by the Title Company and (v) 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 Hotel, (iv) the cost of the Title Policy, including any endorsements thereto and any endorsements to the Title Policies for the Other Hotels, (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 11.5, payment of the debt owed to French Quarter Holdings, Inc. ("FQH") as evidenced by that certain letter agreement between FQH and Seller, dated on or about May 31, 1996, as amended, payment of the brokerage commissions as stated herein to be paid by Seller, prorations and adjustments as provided herein, expenses incurred by Seller by its own initiation and costs and expenses of achieving a Free and Clear Conveyance subject to Section 1.9(c)the Permitted Encumbrances, the Company and the Operating Partnership which costs shall be borne by Seller as herein provided, Seller shall not be responsible for (a) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes costs whatsoever incurred in connection with the transactions contemplated herebyherewith, (b) and Purchaser shall pay all escrow fees and other such costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 items specifically listed in the second sentence of this Section 11.5, prorations and adjustments as provided herein, environmental audit or review expenditures, all costs and fees related to Purchaser's line of printing credit financing, and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident as provided herein to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 be paid by Contributor prior to ClosingPurchaser. Notwithstanding the foregoing, Contributor shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership Seller shall be responsible for the reimbursement to Contributor therefor all costs incurred at solely because of Seller's willful misconduct or prior to Closing. The provisions of this Section 2.5 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereofgross negligence.

Closing Costs. Without limitation on and subject to Section 1.9(c), Costs of the Company and the Operating Partnership transactions contemplated hereby shall be responsible for paid in accordance with the following provisions: (a) any Title Insurer shall charge to Seller and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with pay out of the transactions contemplated hereby, Purchase Price: (b) all escrow fees and costs, (ci) the costs of any examination of title and issuance of the Title PolicyCommitment (ii) the cost of the conveyance fees and/or transfer taxes required by law to be paid at the time of filing the Deed, surveys, appraisals, environmental, physical and financial audits and (iii) the costs of satisfying any other examinationstaxes, inspections assessments, liens or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 encumbrances required to the 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, each Contributing Entity shall be responsible for its allocable portion of such costs and expenses incurred prior to the date that this Agreement terminates discharged in accordance with the terms hereof, together with the costs of recording the cancellation thereof and any costs incidental thereto, (iv) any amounts due Purchaser by reason of prorations, (v) one-half (1/2) of the escrow fee. The parties shall arrange for final meter readings of all metered utility services within five (5) days prior to the Closing Date as contemplated by Section 7.1(c) hereof. Title Insurer shall withhold $5,000.00 from the proceeds due Seller for the final water and sewer bill. Upon receipt of proof of payment of the final sewer and water bill, any overage shall be promptly refunded to Seller by Title Insurer. Seller agrees to promptly remit payment to Title Insurer of any shortage due if $5,000.00 is insufficient to pay the final sewer and water bill. (b) The Title Insurer shall charge to Purchaser and pay out of the purchase price: (i) the cost of the Survey (ii) the cost of the Title Policy, (ii) the costs incident to filing the Filing Documents and any mortgage(s) placed upon the Property, (iii) any other costs incident to obtaining any Purchaser financing, (iv) the amount of any prorations due Seller hereunder, (v) the cost of all physical and environmental inspections ordered by Purchaser (if not paid outside of closing), (vi) one-half (1/2) of the escrow fee, and (vii) the cost of all title insurance endorsements required hereby, by Purchaser, and by Purchaser’s lender. (c) Each party shall be responsible for all other costs, expenses and fees that it incurs in negotiating and performing its obligations under this Agreement.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Buyer shall be responsible for pay (a) the cost of all endorsements to the Owner’s Policy, as well as the costs of any lender title policy and endorsements in connection with any financing obtained by Buyer; (b) one-half of all documentary transferescrow and closing fees for the transactions contemplated under this Agreement; (c) all escrow and closing fees and any other costs and expenses in connection with any financing obtained by Buyer; (d) all recording fees and charges in connection with any new loan obtained by Buyer; and (e) all fees, stampcosts or expenses in connection with Buyer’s due diligence reviews hereunder. Seller shall pay (a) the standard premium charged by the Title Company for the ALTA standard coverage portion of the Owner’s Policy; (b) all costs of updating the Survey, filing(c) all state conveyance fees, recordingcharges and taxes levied, conveyanceassessed, intangible, sales and other similar Taxes incurred imposed or charged in connection with the transactions contemplated hereby, transfer of the Land or the Improvements and/or the recordation of the Deed; (bd) all escrow the recording fees and costs, charges for the release of any of Seller’s existing monetary liens; (ce) the costs fees and charges for the recording of the Deed; (f) any Title Policyfranchise taxes, surveysbulk sales taxes, appraisalsand excises taxes, environmentalif any, physical and financial audits and due in connection with the costs of any other examinations, inspections or audits sale of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 Supervisor for services not included in the basic supervisory fees, (g) any outone-of-pocket costs or half of all escrow and closing fees relating to for the Consent Solicitation (including, without limitation, the costs of printing transactions contemplated under this Agreement. Seller and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, Buyer shall each pay their respective (i) all other costs legal fees and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO (subject to Section 11F of this Agreement), (ii) share of prorations (as provided below), and (jiii) the cost of all costs and expenses incident to of its performances under this Agreement. Each party shall indemnify, protect, defend and hold the other documents contemplated by this Agreement harmless from and against any Claim in any way arising from the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent non-payment of any of the foregoing items for which the Company and the Operating Partnership are such first party is responsible pursuant to this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereof.6C.

Closing Costs. Without limitation on A. Sellers shall pay (i) twenty-five percent (25%) of (A) any documentary transfer tax, revenue tax or excise tax (and subject any surtax thereon) due in connection with the transfer of the Properties 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) fifty percent (50%) of all escrow fees of the Escrow Holder. B. Buyer shall pay (i) the fees for recording the Deeds and the Purchase 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 recordation of the Purchase Money Mortgages; and (iii) fifty percent (50%) of all escrow fees of the Escrow Holder. C. The cost of the Title Policies shall be allocated between Buyer and Sellers as described in Section 1.9(c9(d). ------------ D. Any other costs of the Escrow 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 Property or Properties giving rise to such other costs. These costs shall then be apportioned in the manner customary in the County or Counties in which such Property or Properties are situated. E. Notwithstanding the provisions of this Section 7, if the Escrow --------- fails to close for any reason (other than the breach of this Agreement by one or more of the Parties), the Company and costs incurred through the Operating Partnership Escrow, including the costs incurred by Buyer for any preliminary title reports shall be responsible for borne fifty percent (a50%) by Buyer and fifty percent (50%) by Sellers. All other expenses incurred by any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred party in connection with the transactions contemplated hereby, by this Agreement (b) all escrow fees and costs, (c) including the costs of any Title Policy, surveys, appraisals, environmental, physical surveys and financial audits and the costs of any other examinations, inspections or audits of the Property, (denvironmental site assessments) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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 borne by the reimbursement to Contributor therefor party who 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, 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 accordance with the terms hereofexpense.

Closing Costs. Without limitation on (a) Transferee shall pay the following costs and subject expenses relating to Section 1.9(c), the Company this Agreement and the Operating Partnership shall be responsible for Transaction: (ai) any and all documentary transferstate and local recording charges and fees, stampif any, filing(ii) fifty percent (50%) of the escrow fees charged by the Escrowee, recording(iii) fifty percent (50%) of any and all deed taxes, conveyancereal property transfer taxes and similar taxes (the “Transfer Taxes”) imposed by the City of Palo Alto, intangibleCalifornia in connection with the Transaction, sales (iv) the cost of obtaining record searches, title examinations and other similar Taxes updated owner title insurance policies (including endorsements thereto) (such policy or policies collectively being referred to herein as the “Transferee Owner’s Policy”), (v) the cost of obtaining any title insurance policy and/or endorsements insuring or otherwise providing coverage to Transferee as holder of an indirect interest in any Property Owner, if any, desired by Transferee (collectively, the “Endorsement”), (vi) obtaining the Survey of any of the Properties as and to the extent desired by Transferee, (viii) all third party costs incurred in connection with the transactions contemplated herebypreparation of any third party reports respecting the Properties or the condition thereof commissioned by Transferee (e.g., environmental, engineering and lease abstracting), and (ix) all legal and accounting fees and disbursements incurred by Transferee in connection with the Transaction. Transferee shall indemnify, defend and hold harmless the Transferor from and against any and all Losses suffered or incurred by Transferor arising out of or in connection with a breach by Transferee of its obligations under this Section 5(a). For the avoidance of doubt, it shall not be a condition to Closing that Transferee obtain or receive the Transferee Owner’s Policy, the Endorsement or the Survey. (b) all Transferor shall pay the following costs and expenses relating to this Agreement and the Transaction: (i) fifty percent (50%) of the escrow fees and costscharged by the Escrowee, (cii) the costs fifty percent (50%) of any Title Policyand all Transfer Taxes imposed by the City of Palo Alto, surveys, appraisals, environmental, physical and financial audits and California in connection with the costs of any other examinations, inspections or audits of the PropertyTransaction, (diii) any and all assumptionTransfer Taxes imposed by the County of Santa Clara, prepayment or other fees, penalties or amounts due and payable California in connection with the discharge Transaction, and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (iiv) all other costs legal and expenses it accounting fees and Contributor have disbursements incurred by Transferor in connection with the transactions contemplated hereby Transaction. Transferor shall indemnify, defend and hold harmless the Transferee from and against any and all Losses suffered or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated incurred by this Agreement and the documents and transactions contemplated hereby Transferee arising out of or thereby, and not specifically described above. The parties acknowledge and agree that, to the extent any in connection with a breach by Transferor of the foregoing for which the Company and the Operating Partnership are responsible pursuant to its obligations under this Section 2.5 have been paid by Contributor prior 5(b). (c) For purposes of calculating transfer taxes, it is accepted and agreed that the amount of Consideration allocated to Closing, Contributor shall provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence Sunrise of payment thereof and the Company and the Operating Partnership Palo Alto shall be responsible for the reimbursement to Contributor therefor incurred at or prior to Closing. $30,200,000.00. (d) The provisions of this Section 2.5 5 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof.

Closing Costs. Without limitation on With respect to each Property, Purchaser shall bear the cost of (i) the title searches and subject to Section 1.9(c)preparation of the Title Commitments prepared by the Title Company, the Company and the Operating Partnership shall be responsible premium for (a) the Title Policy and any and all endorsements to the Title Policy requested by Purchaser or its lender; (ii) the Survey for each Property; (iii) one-half (1/2) of the documentary transfer, stamp, filing, recording, conveyance, intangible, sales WRIT Industrial V transfer taxes and other similar Taxes incurred the recording fee for the Deeds; (iv) one-half (1/2) of all escrow and closing 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) the fees and charges of third parties in connection with the transactions contemplated herebyEnvironmental Reports (which shall be credited to such Property’s Seller to the extent that such Seller has already paid such third parties). With respect to each Property, such Property’s Seller shall bear the cost of (bi) 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 fees relating to the sale of such Property (but not in connection with any financing by Purchaser, which shall be paid solely by Purchaser); and costs, (civ) the costs of any the Title Policy, surveys, appraisals, environmental, physical and financial audits and Commitments prepared by the costs of any other examinations, inspections or audits Seller’s Title Company. Each party shall pay its own attorneys’ fees pertaining to the sale of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described aboveProperties. 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 provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership Purchaser shall be responsible for the reimbursement payment of the costs set forth in Section 4.2.1 with respect to Contributor therefor incurred at or prior the assumption of the Assumed Loan (but the DBP II Seller shall bear its own attorneys’ fees with respect to Closingthe assumption of the Assumed Loan). All other costs pertaining to the sale of each Property shall be allocated as is customary for real estate transactions where such Property is located. The provisions of this Section 2.5 shall survive the Closing. In the event that the Closing does not occurparties agree to cooperate in all reasonable respects to minimize all such costs, each Contributing Entity shall be responsible for its allocable portion of such costs premiums, taxes, and expenses incurred prior to the date that this Agreement terminates in accordance with the terms hereoffees.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Seller shall be responsible for pay (a) the fees of any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred counsel representing Seller in connection with the transactions contemplated herebythis transaction, (b) all one-half (½) of any escrow fees and costsfee 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 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 costs of recording all mortgage cancellations, (f) 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 representing 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 endorsements or enhancements to coverage of the Title Policy obtained by Purchaser, (x) the costs of any Title Policyfinancing obtained by Purchaser, surveys, appraisals, environmental, physical and financial audits and (y) the costs cost of any other examinations, Purchaser’s inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 Real Property and the fees and expenses of the proxy solicitor) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptions, (h) any costs or fees relating Purchaser’s Agents. Notwithstanding anything in this Agreement to the winding up of Contributorcontrary, including the preparation Seller and filing of final Tax returns, Purchaser hereby agree that (i) all other costs and expenses it and Contributor have incurred in connection with Seller’s obligation to pay the transactions contemplated hereby or cost of the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, update 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 provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership Existing Survey shall be responsible for the reimbursement limited 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, 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 accordance with the terms hereofFive Thousand Dollars ($5,000) (“Survey Cost Cap”).

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for (a) All Third-Party Costs (hereinafter defined) shall 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) Environmental Reports prepared in connection with the purchase and sale of the Properties; (ii) the 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 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 all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes sale of the Properties pursuant to this Agreement; (vi) Purchaser's local counsel fees incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits consummation of the PropertyClosing, the satisfaction of the Licensing Condition, and in the assumption of the Loan for each Property (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable which fees shall be limited to those incurred in connection with the discharge usual and satisfaction or the assumption of any Existing Loan, customary local counsel services in similar commercial real estate transactions); (evii) any costs associated with any new financingall fees and expenses, including Purchaser's, Sellers', and their respective Affiliates' attorneys' fees and expenses and fees and expenses charged by any application governmental entity relating to satisfaction of the Licensing Condition, provided, however that Purchaser shall have no responsibility for any fees and commitment fees 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 costs of such new lender’s other requirements, Licensing Conditions within seven (f7) its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid to Business Days after the Supervisor for services not included in Effective Date; (viii) the basic supervisory fees, third-party market assessment reports obtained by Purchaser; (gix) any the out-of-pocket costs or fees of the audits of all financial information and operations relating to the Consent Solicitation Properties as more fully described in Section 8.7; (includingx) the third-party land-use, without limitation, the costs of printing architectural and mailing the Consent Solicitation and the fees engineering inspection reports of the proxy solicitorProperties obtained by Purchaser; (xi) or associated with any approvals or deliverable items contemplated hereunder, including, without limitation, consents, waivers, assignments and assumptionsthe third-party audited special purpose financing statements for each Property obtained by Purchaser, (hxii) any costs or fees relating subject to the winding up terms of Contributorthe next sentence, including the preparation and filing of final Tax returns, (i) all any other separate out-of-pocket costs and expenses it and Contributor have incurred by Sellers or Purchaser or their respective Affiliates in connection with the consummation of the Closing or incurred in connection with the transactions contemplated hereby or consummation of the IPO and assumption of the Loans (j) all costs including payment of prepayment fees and expenses incident in connection with the loan secured by a mortgage on Sakonnet Bay Manor), including but not limited to this Agreementthe Loan Assumption Costs, and the other documents contemplated by 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 the all other documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to instruments in connection with the extent any consummation of the foregoing for which Closing or in connection with the Company consummation of the assumption of the Loans (including payment of prepayment fees and expenses in connection with the Operating Partnership are responsible pursuant to this Section 2.5 have been paid loan secured by Contributor prior to Closing, Contributor shall provide a mortgage on Sakonnet Bay Manor) by Purchaser and/or the Company Applicable Property Transferees; and (xiii) Transfer Taxes incurred on the Operating Partnership a schedule thereof together Closing Date or in connection with reasonable evidence the assumption of payment thereof and the Company and the Operating Partnership Loans by Purchaser. Sellers shall be responsible for the reimbursement fees and expenses of its and its Affiliates' outside counsel including but not limited to, Arent Fox ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇, PLLC, its accountants, and/or other professional fees (subject to Contributor therefor incurred at or prior clause (vii) of the immediately preceding sentence relating to Closing. The provisions satisfaction of the Licensing Condition), in connection with the preparation and negotiation of this Agreement and all other documents and instruments in connection with the consummation of the Closing and the assumption of the Loans by Purchaser and/or the Applicable Property Transferees. All amounts payable by Purchaser under this Section 2.5 10.2(a) shall survive be paid by the Closing. In Applicable Property Transferees in the event that the Closing does not occuris consummated hereunder, each Contributing Entity which amounts shall be responsible for its allocable portion of such costs allocated by the Applicable Property Transferees in their reasonable discretion. To the extent that the Third-Party Costs are known and expenses incurred have or shall be paid on or prior to the date that 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 the calculations of any amounts due to Sellers pursuant to this Agreement terminates in accordance with Section and Purchaser shall reimburse the terms hereof.applicable Seller on the Closing Date for such costs

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Seller shall be responsible for pay (a) the fees of any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred counsel representing it in connection with the transactions contemplated hereby, this transaction; (b) all escrow fees Title Company’s premium for the Standard Title Policy, but excluding the premium cost of any endorsements thereto required by Purchaser or Purchaser’s lender (except for any endorsements Seller agrees to obtain pursuant to Article II, which shall be at Seller’s sole cost and costs, expense); (c) the costs one-half (1/2) of any Title Policy, surveys, appraisals, environmental, physical escrow fee and financial audits closing costs; and the costs of any other examinations, inspections or audits of the Property, (d) any recording costs and all assumption, prepayment other costs which may be charged by Title Company or other fees, penalties Seller’s lender to release any Seller’s financing-related documents or amounts due and payable otherwise necessary with respect to any cure elected to be pursued by Seller in connection with the discharge and satisfaction or the assumption any Objection under Section 2.3 above, but exclusive of 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 Supervisor for services not included in the basic supervisory fees, (g) any out-of-pocket costs or fees relating related to Purchaser’s financing. Purchaser shall pay (i) the fees of any counsel representing Purchaser in connection with this transaction; (ii) one-half (1/2) of any escrow fees and closing costs charged by Title Company; (iii) the premium 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) all costs related to any financing obtained by Purchaser; (v) and any sales tax or use tax related to transfer of title to the Consent Solicitation Property; (vi) any real estate transfer, stamp or documentary taxes; and (vii) any recording and filing fees (including, without limitation, the costs of printing and mailing the Consent Solicitation and the fees as to recordation of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all Deed). All other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement transaction and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, to closing thereof shall be paid as customary in the extent any location of the foregoing for which the Company and the Operating Partnership are responsible pursuant to Closing or as may otherwise be specifically set forth in this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereofAgreement.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership Purchaser shall be responsible pay for (ai) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with charges for any extended coverage and/or the transactions contemplated hereby, Special Endorsements; (b) all escrow fees and costs, (cii) the costs of Purchaser's inspections of the Property; (iii) the cost of recording said special warranty deed and other instruments of conveyance; (iv) one-half of any Title Policyescrow fee, surveys, appraisals, environmental, physical and financial audits and not 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 other examinationscosts customarily paid by purchasers of similar property. Seller shall pay for (i) documentary stamp taxes or any other state, inspections county and/or local transfer taxes required to be paid with respect to the special warranty deeds, if any; (ii) the cost of recording any corrective title instruments; (iii) the premiums for the owner'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) costs to remove, or audits costs of endorsements providing insurance coverage over any Title/Survey Objection or New Title/Survey Exception; (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; (vii) the costs of the Title Commitments (including all updates thereof) and the Survey of the Property, ; (dviii) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption one-half of any Existing Loanescrow fee, not to exceed TWO HUNDRED FIFTY AND 00/100 DOLLARS (e) any $250.00); and (ix)any other costs associated with any new financing, including any application STORE NO. 2630 customarily paid by sellers of similar Property. Each of Purchaser and commitment fees or the costs of such new lender’s other requirements, (f) Seller shall bear its own and Contributor’s attorneys’ and advisors’ ' fees, charges and disbursements, including without limitation, any hourly rate fees paid to the 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereof.

Closing Costs. Without limitation Except as otherwise expressly provided herein, Seller shall pay, on and subject to Section 1.9(c), the Company and the Operating Partnership shall be responsible for Closing Date (ai) one half (1/2) of any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costsother customary charges of the Title Company, (cii) the costs of any Title Policytitle insurance premium for the base Owner’s Policy (as defined in Section 6.5(b)), surveysand (iii) all transfer taxes. Purchaser shall pay, appraisals, environmental, physical and financial audits and on the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returnsClosing Date, (i) the cost of any endorsements or additional coverage over the base Owner’s Policy, (ii) the cost of the Survey, (iii) all recording costs, (iv) taxes related to Purchaser’s deed to secure debt, if any, and (v) and one half (1/2) of any escrow fees and other costs customary charges of the Title Company. Except as otherwise provided herein, each party shall pay its own attorneys’ fees. Seller’s Obligations at the Closing. At the Closing, or at such other time as indicated below, Seller shall deliver to Purchaser the following: Deed. A Limited Warranty Deed (the “Deed”) conveying the Land and expenses it the Improvements to Purchaser in the form attached to this Agreement as Exhibit B. Title Policy. Within a reasonable period of time following Closing, an Owner’s Policy of Title Insurance in ALTA standard form (the “Owner’s Policy”), naming Purchaser as insured, in the amount of the Purchase Price, insuring that Purchaser owns good and Contributor have incurred marketable fee simple title to the Property, subject only to the Permitted Encumbrances. Purchaser, at Purchaser’s sole expense, may elect to cause the Title Company to amend the survey exception to read “any shortages in connection with area” or elect to obtain additional coverage or endorsements over the base Owner’s Policy, but obtaining such additional coverage or endorsements will not be a condition precedent to Purchaser’s Closing obligations pursuant to this Agreement. Evidence of Authority. Such organizational and authorizing documents of Seller as shall be reasonably required by the Title Company to evidence Seller’s authority to consummate the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to by this Agreement. Foreign Person. An affidavit of Seller certifying that Seller is not a “foreign person,” as defined in the federal Foreign Investment in Real Property Tax Act of 1980, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby1984 Tax Reform Act, and 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 provide 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, 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 accordance with the terms hereofas amended.

Closing Costs. Without limitation on and With respect to each Property: (a) Purchaser shall pay (i) subject to Section 1.9(c5.4(c), any assumption fees in connection with its assumption of the Company and the Operating Partnership shall be responsible for Assumed Loans; (aii) any mortgage or similar taxes on new financing obtained by 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 documentary 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 Sellers and applicable only if such Property has not been converted to a Payoff Property); (vi) all transfer, stampsales, filinguse, recording, conveyance, intangible, sales and other gross receipts or similar Taxes incurred taxes charged in connection with the transactions contemplated hereby, transfer of each Property; and (bvii) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections closing costs or audits charges customarily borne by a seller of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 Supervisor for services not included commercial real estate 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred state in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 applicable Property is located which are responsible pursuant not expressly provided to this Section 2.5 have been be paid by Contributor prior to Closing, Contributor shall provide 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 Purchaser in Section 2.5 shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereof6.5.10(a).

Closing Costs. Without limitation on Buyer shall pay the following costs and subject to Section 1.9(c), expenses associated with the Company and the Operating Partnership shall be responsible for Transaction: (a) all premiums and charges of the Title Company for the Title Commitment and the Owner's Title Policy (including any extended coverage and endorsements), (b) the cost of the Survey, (c) all documentary transfer, stamp, filing, recording, conveyance, intangible, sales recording and other similar Taxes incurred filing charges in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of instruments by which Seller conveys the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of any Existing Loanescrow charges, (e) any costs associated with any new financing, including any application and commitment fees or the costs of such new lender’s other requirementscommission due Buyer's Broker, (f) its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursementsall costs of Buyer's Due Diligence, including without limitation, any hourly rate fees paid to the Supervisor for services not included in the basic supervisory feesdue its consultants and attorneys, (g) all lenders' fees related to any out-of-pocket costs or fees relating financing to the Consent Solicitation (includingbe obtained by Buyer, without limitation, the costs of printing and mailing the Consent Solicitation and the fees of the proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it which are customarily borne by a purchaser of commercial property in the Commonwealth of Massachusetts. Seller shall pay the following costs and Contributor have 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 transactions contemplated hereby Title Company to Remove any Required Removal Exceptions or the IPO and (j) all costs and expenses incident to this Agreement, the Remove any other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, Title Objections 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 ClosingSeller specifically agreed in writing, Contributor shall provide 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, to cause Removal of such 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 parties shall be construed to obligate Seller to so Remove or agree to Remove any such matter, and (d) all other costs and expenses which are customarily borne by a seller of commercial property in the Commonwealth of Massachusetts. The provisions obligations of the parties under this Section 2.5 6.5 shall survive the Closing. In the event that the Closing does (and not occur, each Contributing Entity shall be responsible for its allocable portion merged therein) or any earlier termination of such costs and expenses incurred prior to the date that this Agreement terminates in accordance with the terms hereofAgreement.

Closing Costs. Without limitation on a. 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: (i) subject to Section 1.9(c)subsection (v) hereof, the Company and escrow fee, if any, which may be charged by the Operating Partnership shall be responsible for Title Company; (aii) any and all documentary transfersubject to subsection (v) hereof, stamp, filingthe excise, recording, conveyancedeed, intangibleimposed transfer tax, sales and other documentary stamp tax or similar Taxes incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits tax which becomes payable by reason of the Propertytransfer of the Property (excluding, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 limitationhowever, any hourly rate fees paid to the Supervisor for services not included sales tax 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 respect of the proxy solicitorTangible Personal Property) under applicable state or associated with any approvals or deliverable items contemplated hereunderlocal law, including, without limitation, consentsany real estate excise tax; (iii) subject to subsection (v) hereof, waiversthe amount of $20,834 to pay a portion of the owner’s title insurance premium for the Title Policy (without endorsements), assignments and assumptionsthe cost of the Updated Survey; and (iv) subject to subsection (v) hereof, recording fees to transfer title to Buyer. (hv) any costs or Seller shall pay the costs, fees relating to the winding up of Contributor, including the preparation and filing of final Tax returns, expenses enumerated in subsections (i) all other through (iv) hereof only to the extent that they do not exceed $100,000 in the aggregate. b. Buyer shall pay the costs and expenses it and Contributor have incurred fees of any counsel representing Buyer in connection with this transaction. Buyer shall also pay the transactions contemplated hereby following costs and expenses: (i) subject to subsection (vii) hereof, the escrow fee, if any, which may be charged by the Title 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 IPO and transfer of the Property (jexcluding, 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 the Updated Survey; (iv) subject to subsection (vii) hereof, recording fees to transfer title to Buyer; (v) all costs of the recording fees for Buyer’s financing documents; and (vi) title insurance premiums for Buyer’s lender’s title insurance policy, including any endorsements thereto, and the cost of any Buyer’s Endorsements to the Title Policy, as well as any premiums for the Title Policy in excess of $20,834. (vii) Buyer shall pay the costs, fees and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described above. The parties acknowledge and agree that, enumerated in subsections (i) through (iv) hereof only to the extent any of that they exceed $100,000 in 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 provide 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, 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 accordance with the terms hereofaggregate.

Closing Costs. Without limitation on Buyer shall pay the following costs and subject to Section 1.9(c), expenses associated with the Company and the Operating Partnership shall be responsible for following: (a) any all costs of Buyer’s Due Diligence, including fees due its consultants and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with the transactions contemplated herebyattorneys, (b) all escrow lenders’ fees and costsrelated to any financing to be obtained by Buyer, (c) all recording and filing charges in connection with the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of instruments by which Seller conveys the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts the commission due and payable in connection with the discharge and satisfaction or the assumption of any Existing LoanBuyer’s Broker, (e) any costs associated with any new financing, including any application and commitment fees one half of all escrow or the costs of such new lender’s other requirementsclosing charges, (f) its own all premiums and Contributorcharges of the Title Company for the Title Commitment and any Mortgagee’s attorneys’ and advisors’ feesTitle Policy (including endorsements), charges and disbursements, including without limitation, any hourly rate fees paid to the Supervisor extent in excess of the premiums and charges for services not included in the basic supervisory feesOwner’s Title Policy, (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 cost of the proxy solicitor) or associated with Survey (including any approvals or deliverable items contemplated hereunderSurvey costs incurred by Seller in anticipation of the sale of the Property), including, without limitation, consents, waivers, assignments and assumptions, (h) any costs or fees relating all transfer taxes, sales taxes, documentary stamp taxes and similar charges, if any, applicable to the winding up transfer of Contributorthe Interests or Property (through the reconstituted Company) to Buyer, including and all of any such charges attributable to any financing obtained by Buyer. Seller shall pay the preparation following costs and filing of final Tax returns, expenses associated with the Transaction: (i) the commission due Seller’s Broker, (ii) all fees due its attorneys, (iii) one half of all escrow or closing charges, (iv) all premiums and charges of the Title Company for the Title Commitment and the Owner’s Title Policy (excluding endorsements other than “same land as survey”), (and (v) the cost of any recording any mortgage satisfaction documents or other documents to be recorded in order to Remove any Title Objections that Seller has agreed to Remove. Except as otherwise provided in this Section, all other costs and expenses it and Contributor have incurred in connection associated with the Closing of the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated hereunder shall be paid by this Agreement and the documents and transactions contemplated hereby or thereby, and not specifically described aboveBuyer. The parties acknowledge and agree that, to the extent any obligations of the foregoing for which the Company and the Operating Partnership are responsible pursuant to parties under this Section 2.5 have been paid by Contributor prior to Closing, Contributor shall provide 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 6.5 shall survive the Closing. In the event that the Closing does (and not occur, each Contributing Entity shall be responsible for its allocable portion merged therein) or any earlier termination of such costs and expenses incurred prior to the date that this Agreement terminates in accordance with the terms hereofAgreement.

Closing Costs. Without limitation on and subject to Section 1.9(c), the Company and the Operating Partnership (a) Seller shall be responsible for paying the following closing costs: (ai) the cost to remove any and Must Cure Objections in accordance with Section 2.1 hereof; (ii) all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred applicable state and/or local realty or deed transfer taxes (or the local equivalents) in connection with the transactions contemplated hereby, transfer of the Property; (iii) the cost of the Title Reports ordered in connection with Section 2.1 hereof; (iv) one-half (1/2) of the cost of Purchaser’s standard ALTA (2006) owner’s policy for the Property (in the amount of the Purchase Price) (the “Title Policy”); and (v) any portion of the Loan Assumption Fee for which Seller is responsible pursuant to Section 2.5(d) hereof. (b) all Purchaser shall be responsible for paying the following closing costs: (i) one-half (1/2) of the cost of the Title 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 costs to record the Deed; (v) as applicable, (A) the costs associated with the assumption of the Existing Loan, including the Loan Assumption Fee (subject to the limitation set forth in Section 2.5(d) hereof), the Ancillary Loan Assumption Costs and any assumption recording fees and assumption recording taxes, or (B) the costs associated with any other acquisition financing, including any mortgage recording fees or mortgage recording 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 costs, (c) other customary charges of Escrow Agent and/or the costs Title Company. Each of Seller and Purchaser shall pay the fees and expenses of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable counsel representing such party in connection with the discharge and satisfaction or the assumption of 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 transaction contemplated by this Agreement. All 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents transaction contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 Closing shall be paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereofparty incurring same.

Closing Costs. Without limitation on and subject to Section 1.9(c), (a) Sellers shall pay the Company and following: (i) the Operating Partnership fees of any counsel representing it in connection with this transaction; (ii) one-half (1/2) of any escrow fee which may be charged by Escrow Agent unless Purchaser receives a refund of the ▇▇▇▇▇▇▇ Money in which case Sellers shall not be responsible for any portion of any escrow fee which may be charged by Escrow Agent; (aiii) any and the cost of all documentary transfer, stamp, filing, recording, conveyance, intangible, sales deed recording and other similar Taxes transfer taxes, if any, incurred in connection with the transactions contemplated hereby, sale of the Properties to Purchaser; and (b) all escrow fees and costs, (civ) the costs aggregate amount of any Title Policy, surveys, appraisals, environmental, physical all prepayment penalties and financial audits and the costs of any other examinations, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts fees due and payable by each Seller in connection with the discharge and satisfaction payoff at Closing of the existing loan secured by a mortgage, deed to secure debt or deed of trust encumbering the assumption of any Existing Loan, Premises. (eb) any costs associated with any new financing, including any application and commitment fees or Purchaser shall pay the costs of such new lender’s other requirements, following: (fi) its own and Contributor’s attorneys’ and advisors’ fees, charges and disbursements, including without limitation, any hourly rate fees paid to the 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred counsel representing Purchaser in connection with this transaction; (ii) the transactions contemplated hereby cost of the any update or recertification of the IPO and Existing Surveys; (jiii) the fees for recording the deeds conveying the Properties to Purchaser or any other conveyance forms required to be recorded or filed under local law or custom; (iv) one-half (1/2) of any escrow fees charged by Escrow Agent unless Purchaser receives a refund of the ▇▇▇▇▇▇▇ Money in which case Purchaser shall be responsible for the entire portion of any escrow fee which may be charged by Escrow Agent; and (v) all costs (including title insurance premiums) relating to procurement of the Title Commitments and/or the Title Policies and any requested endorsements, whether owner’s or lender endorsements. (c) All other costs and expenses incident to this Agreement, the other documents contemplated by this Agreement transaction and the documents and transactions contemplated hereby or thereby, and 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 closing thereof shall be paid by Contributor prior to Closing, Contributor shall provide 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, 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 accordance with the terms hereofparty incurring same.

Closing Costs. Without limitation on At the Closing, Seller and subject Purchaser shall respectively pay the following costs and expenses: 7.3.1 Seller shall pay (i) the fees and expenses of Seller’s attorneys, (ii) all transfer taxes associated with the sale of the Property to Section 1.9(cPurchaser; (iii) one half of any title examination fees or charges; (iv) one half of any premiums for any owner’s title insurance policy (excluding any endorsements to the owner’s title insurance policy), the Company ; (v) one half of any escrow charges charged by Escrow Agent; and the Operating Partnership shall be responsible for (avi) any other costs and expenses actually incurred by Seller. 7.3.2 Purchaser shall pay (i) one half of all title examination fees or charges; (ii) one half of any premiums for any owner’s title insurance policy and one hundred percent (100%) of the costs of any endorsements to the owner’s title insurance policy; (iii) all premiums for any lender’s policy of title insurance and all costs of any endorsements to any lender’s policy; (iv) all costs for an update of the existing survey or completion of a new survey; (v) one half of any escrow charges charged by Escrow Agent; (vi) all recording and filing fees for the limited warranty deed executed and delivered by Seller at the Closing pursuant to the terms hereof; (vii) all costs and expenses of any loans obtained by Purchaser, including but not limited to the following: recording costs, documentary transferstamps, stampintangible tax, filingassumption fees and lender’s attorneys fees, recording, conveyance, intangible, sales or any similar charges; (viii) the cost of any environmental assessments obtained by Purchaser; (ix) the fees and expenses of Purchaser’s attorneys; (x) any other similar Taxes costs and expenses actually incurred in connection with the transactions contemplated hereby, (b) all escrow fees and costs, (c) the costs of any Title Policy, surveys, appraisals, environmental, physical and financial audits and the costs of any other examinations, inspections Closing or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide 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, 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 accordance with the terms hereofPurchaser.

Closing Costs. Without limitation 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 the 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 subject to Section 1.9(c)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 Company and Escrow Agent shall charge the Operating Partnership shall be responsible for Seller with the following: (a) any The full amount of real estate taxes prorated up to and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other similar Taxes incurred in connection with including the transactions contemplated hereby, date of transfer of title; (b) all escrow fees The cost of the Title Report, title search, and costs, Title Policy (except the costs therefor in excess of those for an ALTA standard policy and owner’s policy without such endorsements shall be borne by Purchaser) in the amount of the Purchase Price; (c) One half of the costs 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 terms of this Agreement; and immediately thereafter shall deliver to the Seller the balance of the funds, in its hands, due under the terms hereof, and any documents due the Seller. 12.3 In closing this transaction, the Escrow Agent shall charge the Purchaser with the following: (a) The cost of recording the 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 consistent with the terms of this Agreement; and immediately thereafter, shall deliver to the Purchaser the Title Policy, surveysthe recorded GBS Deed or County Recorder's receipt therefor, appraisalsany prorations to which the Purchaser is entitled, environmental, physical and financial audits and the costs of any other examinationsfunds or documents due the Purchaser. 12.4 Upon Closing and unless otherwise designated in writing by Purchaser, inspections or audits of the Property, (d) any and all assumption, prepayment or other fees, penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of 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 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 proxy solicitor) or 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 preparation and filing of final Tax returns, (i) all other costs and expenses it and Contributor have incurred in connection with the transactions contemplated hereby or the IPO and (j) all costs and expenses incident to this Agreement, the other documents contemplated by this Agreement and the documents and transactions contemplated hereby or thereby, and 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 provide the Company and the Operating Partnership a schedule thereof together with reasonable evidence of payment thereof and the Company and the Operating Partnership title shall be responsible for the reimbursement vested in Purchaser or its assignees or nominees (if consented to Contributor therefor incurred at or prior to Closing. The provisions of this Section 2.5 by Seller, in writing, which consent shall survive the Closing. In the event that the Closing does not occur, 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 accordance with the terms hereofunreasonably withheld).