Common use of Closing Costs Clause in Contracts

Closing Costs. Seller and Buyer agree to pay 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 XXX, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreement.

Closing Costs. Seller and Buyer agree Sellers shall pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to pay closing costs as indicated in Section 10.1 of this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are with respect to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of such Seller’s Property, the Premisescost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, if anythe cost of recording the Special Warranty Deed of such Seller, (iv) one-half of the cost of a standard Owner’s Policy, title examination fees and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) expenses and one-half of the fees and costs due Escrow Agent title insurance premiums for its servicesthe basic owner’s title insurance policy issued by the Title Company to Purchaser in accordance with the Title Commitment (exclusive of endorsements thereto), (ii) one-half of the cost of a standard Ownerendorsements to such owner’s Policytitle insurance policy issued by the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements (iiicalculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other costs and expenses incurred by such Seller in closing and consummating the incremental costpurchase and sale of the Property of such Seller pursuant hereto. Such Seller and Purchaser shall each pay one-half of any escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, for extended coverage one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the Ownerbasic owner’s Policytitle insurance policy issued by the Title Company to Purchaser, (iv) the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the OwnerSeller’s Policy requested share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by BuyerPurchaser, (v) all other recording fees on all instruments to be recorded in connection with these transactions, the cost attorneys’ fees of any lenderPurchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s policy of title insurance, (vi) one-half due diligence inspection of the transfer tax associated with Properties (including without limitation appraisal costs, environmental audit and assessment costs, and engineering review costs) and in closing and consummating the purchase and sale of the Premises, if any, Properties pursuant hereto. The parties acknowledge that the amount of the premium for the basic owner’s coverage in the amount of the Purchase Price quoted by Chicago Title Insurance Company is $55,925.00. Seller and Purchaser shall each be entitled to receipt of fifty percent (vii50%) of the Xxxxxx rebate in the amount of $34,562.50 (each party’s share shall be $17,281.25) for a total base premium of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the Survey and (viii) all other costs endorsements to be paid by Buyer under this Agreement. Except as otherwise the owner’s title insurance policy, provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all that the Seller’s share of their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, Xxxxxx rebate shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreement.exceed $2,097.38,

Closing Costs. Seller In connection with the Closing, Buyer shall bear the costs, fees and Buyer agree to pay 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 XXX, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are expenses required to be released and of recording such releasesincurred in connection with, or arising as a result of, (iia) one-half any lender’s policies with respect to the Acquired Properties or (b) any survey costs, environmental report costs or any other costs related to Buyer’s diligence of or access to the Acquired Properties. All transfer, stamp, excise and similar Taxes and all documentary and recording fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with charges incident to the sale of the PremisesAcquired Properties (including any such Taxes determined to be payable after the Closing in connection with a post-Closing audit by any Governmental Entity) shall be borne by the Parties in accordance with local custom as set forth on Annex D attached hereto. Any premiums for base owner’s title policies or leasehold title policies shall be borne by the Parties in accordance with local custom as set forth on Annex D attached hereto; provided that, if anyany fees or costs related to title policy endorsements or extended coverages shall be borne by the Buyer. The costs, (iv) one-half fees and expenses required to be incurred in connection with the engagement of the cost of a standard Owner’s PolicyEscrow Agent shall be borne equally by the Seller, on one hand, and (v) all the Buyer, on the other. All other costs incurred at the Closing shall be borne in accordance with local custom. Notwithstanding anything to be paid by Seller under this Agreement. At XXXthe contrary herein, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) bear the cost of any lender’s policy of title insuranceprepayment, (vi) one-half breakage or exit fees or penalties incurred by Seller to prepay the Existing Loans pursuant to the express terms and conditions of the transfer tax associated with documents evidencing such Existing Loans (such amounts, the sale “Prepayment Costs”); provided, however, that Seller shall provide to Buyer such evidence of the PremisesPrepayment Costs as Buyer may reasonably request, if anyincluding but not limited to Lender-prepared payoff letters; and provided, (vii) further, however, that in no event shall the cost of the Survey and (viii) all other costs Prepayment Costs to be paid by Buyer under pursuant to this AgreementSection 3.9 exceed such amount as calculated pursuant to the methodology set forth on Schedule 3.2(b). 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes The Closing Cash Consideration shall be prorated based upon increased by the current valuation and latest available tax rates as amount of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this AgreementPrepayment Costs.

Closing Costs. The Closing Costs shall be allocated and other closing adjustments and prorations made between Seller and Buyer agree to pay closing costs Purchaser as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein follows: (the “Escrow Instructions”). At XXX, a) The Seller shall pay be charged with the following items: (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of the Premisesthose Transfer Taxes customarily paid by a grantor, if any, imposed in connection with the transfers contemplated hereby; (ii) costs of removing any lien, assessment or encumbrance required to be discharged hereunder in order to convey title to the Property as herein provided; (iii) legal fees and expenses of Seller; (b) The Purchaser shall be charged with the following items in addition to the Purchase Price payable to Seller at Closing: (i) The cost of the owner’s policies of title insurance for the Property (ALTA Form, including any additional premiums to delete the “standard” exceptions for parties in possession, matters of survey and construction lien claims, and to issue such Endorsements as Purchaser may request provided the same are permitted by law and are customary in similar commercial transactions); (ii) Transfer Taxes customarily paid by a grantee, imposed in connection with the transfer contemplated hereby, together with any and all recordation taxes or charges imposed on any mortgage or deed of trust, all other Clerk’s fees and similar changes; (iii) fees and expenses of Purchaser’s and Tenant’s counsel; (iv) onePurchaser’s third-half of the cost of a standard Owner’s Policyparty inspection, appraisal, review and other acquisition costs. (v) all costs of any financings, including loan fees, lender’s counsel’s fees, escrows, or similar costs. Taxes, assessments, utility charges and other costs charges for 2003 shall be prorated as of Closing, and Seller shall be responsible for such matters relating to the period prior to Closing, and Tenant shall be responsible for such matters from and after Closing. Certified, confirmed and ratified special assessments liens as of the Closing Date are to be paid by Seller. Seller under this Agreement. At XXX, Buyer shall also pay (i) one-half the fees and costs be responsible for any taxes or assessments incurred prior to 2003 including but not limited to past due Escrow Agent for its services, (ii) one-half taxes or “rollback” taxes or retroactively assessed taxes which arise out of or relate to any prior use of the cost Property or any improper or inadequate assessment of a standard Owner’s Policythe Property for the period prior to the Closing, which obligation shall expressly survive the Closing. (iiic) As used herein, the incremental costterm “Transfer Taxes” shall mean any transfer, sales, use, recordation or other similar taxes, impositions, expenses or fees incurred in connection with the Closing or instruments in connection therewith for the sale, transfer or conveyance of the Property from Seller to Purchaser or the lease of any Property from Purchaser to Tenant. Transfer Taxes shall not include, and the 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 extended coverage any period of time prior to the Owner’s PolicyClosing, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyerand Purchaser or Tenant, (v) the cost of any lender’s policy of title insuranceas applicable, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreement, Seller and Buyer will each shall be solely responsible for all such taxes for any period from and bear all of their own respective expenses, including, without limitation, expenses of legal counsel, accountantsafter the Closing, and other advisors incurred at provided further that any time in connection with pursuing or consummating income tax arising as a result of the transaction contemplated herein. Real estate taxes sale and transfer of any Property by Seller to Purchaser shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the sole responsibility of either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreement.

Closing Costs. Seller In connection with the Closing, Buyers shall bear the costs, fees and Buyer agree expenses required to pay closing be incurred in connection with, or arising as a result of, (a) obtaining any Franchisor Consent (including any franchise license fees or PIPs) or any Manager Consent, (b) any endorsements to any title policies and any lender’s policies with respect to the Real Property (whether for owner’s, leasehold or lender’s policies and including, in each case, extended coverage), (c) any survey costs, environmental report costs as indicated in this Agreement and in or any other costs related to Buyers’ diligence of or access to the escrow instructions attached hereto as Exhibit FReal Properties, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (id) the termination of any Terminating Management Agreement (including any termination fees thereunder) or (e) Buyer’s election to obtain co-insurance provided by a Co-Insurer on any Title Policy pursuant to Section 2.10(e), which costs are in excess of releasing all liensthe cost of the premium on such Title Policy if the Deposit Escrow Agent had provided such Title Policy without such co-insurance. Parent shall bear the costs, judgments, fees and other encumbrances that are expenses required to be released incurred in connection with the termination of any TRS Lease. All transfer, stamp, excise and of similar Taxes (except for any such Taxes to be borne by Buyer pursuant to Section 2.12) and all recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with charges incident to the sale of the Premises, if any, Hotel Assets (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs including any such Taxes determined to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half payable after the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all 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, expenses of legal counsel, accountants, and other advisors incurred at any time Closing in connection with pursuing a post-Closing audit by any Governmental Authority), in addition to any premiums for owner’s or consummating leasehold title policies (other than costs, fees and expenses related to endorsements thereto, which are addressed in clause (b) of the transaction contemplated herein. Real estate taxes first sentence of this Section 2.8), shall be prorated based upon borne equally by the current valuation Parties. The costs, fees and latest available tax rates as expenses required to be incurred in connection with the engagement of the date of rent commencement under Deposit Escrow Agent or the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations Hospitality Accountant shall be calculated through escrow as of XXX based upon borne equally by 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 occursParties. All other credits to Buyer costs incurred at the Closing shall be similarly prorated. If XXX is on or after borne by the 20th day of the calendar month Parties in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. Buyer shall deposit accordance with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreementlocal custom.

Closing Costs. Seller and Buyer agree Costs in connection with each of the Transactions shall be allocated as follows: (a) With respect to pay 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 XXX, Seller shall pay Existing Cedar Property Transactions only: (i) the applicable Cedar Partners and Homburg shall pay their respective Percentage Interests of, as applicable, the following costs of releasing and expenses: (A) any and all liens, judgments, state and other encumbrances that are to be released local recording charges and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of the Premisesfees, if any, (ivB) one-half all of the cost of a standard Owner’s Policycosts, expenses and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated charges in connection with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all 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 expensesLoan Approvals, including, without limitation, all application fees, processing fees, assumption fees, attorneys’ fees, consultants’ fees and costs and expenses of legal counselassociated with survey updates, accountantsrecord searches, title examinations and other advisors incurred at updated mortgagee title insurance policies (including endorsements thereto), if any, required by any time Current Lender, (C) any escrow fees charged by the Title Company, (D) any and all state and local deed taxes, real property transfer taxes and similar taxes (collectively, “Transfer Taxes”) due and payable in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon Existing Cedar Property Transactions involving the current valuation and latest available tax rates as Existing Cedar Property located in the Commonwealth of Massachusetts, (E) with respect to the Existing Cedar Property Transaction involving the Stone Hedge Property, all of the date of rent commencement under reasonable costs, expenses and charges incurred in connection with the Lease. Tenant is responsible for all taxes as release of the date Stone Hedge Property from the Stone Hedge Line of rent commencement under Credit and (F) as applicable, all costs and expenses associated with the Lease. All prorations shall be calculated through escrow as of XXX based upon the latest available informationConversions, including, without limitation, a credit legal and filing fees and disbursements. Notwithstanding the foregoing or anything to Buyer the contrary contained herein, with respect to Transfer Taxes due and payable in connection with the Existing Cedar Property Transactions involving the Existing Cedar Properties located in the Commonwealth of Pennsylvania, each of Homburg and the applicable Cedar Partners shall be responsible for any rent prepaid by Tenant for fifty percent (50%) of the period beginning with and including the date on which the closing occurs through and including amount thereof. (ii) Subject to the last day sentence of Section 5(b)(ii), the applicable Cedar Partners and Homburg shall pay their respective Percentage Interests of all costs and expenses associated with (A) record searches, title examinations and updated owner title insurance policies (including endorsements thereto), if any, desired by Homburg and not by any Current Lender or any lender under the New Stone Hedge Loan, (B) any title insurance policy and/or endorsements insuring or otherwise providing coverage to, Homburg as a partner of any Existing Cedar Property Owner and (C) obtaining updates to the surveys of the month Existing Cedar Properties as and to the extent desired by Homburg and not by any Current Lender or any lender under the New Stone Hedge Loan. (b) With respect to the Contract Transactions only: (i) Homburg shall pay or reimburse Cedar for, as applicable, Homburg’s Percentage Interests of, as applicable, all costs and expenses paid by Cedar or its affiliates in which connection with the closing occurs. All other credits to Buyer shall be similarly prorated. If XXX is on or after Formations (including, without limitation, legal and filing fees and disbursements), the 20th day acquisition of the calendar month Contract Properties or, if applicable, all of the direct or indirect interests in which XXX occurs, the monthly base rent due sellers under the Purchase Contracts pursuant to Buyer under the terms of the Lease applicable Purchase Contract (other than the gross purchase price payable by Cedar pursuant to the applicable Purchase Contract, for which Cedar shall receive from Homburg the full calendar month applicable Allotted Consideration payable pursuant to Section 2(c) above) and in connection with the acquisition by Homburg of the month following applicable Interests at the day on which XXX occurs Closing of each Contract Transaction, including, but not limited to, the following: (A) any and all state and local recording charges and fees, (B) all costs and expenses associated with record searches, title examinations and updated owner title insurance policies (including endorsements thereto), (C) the “Initial Rent”costs associated with obtaining updates to the surveys of the Contract Properties, (D) shall be credited all of the costs, expenses and charges in connection with the obtainment of the applicable Loan Approvals, including, without limitation, costs and expenses associated with record searches, title examinations and updated mortgagee title insurance policies (including endorsements thereto), if any, required by any Current Lender, (E) the assumption by the Contract Property Owners of, or subject to Buyer at XXX Section 10(d) below, the defeasance of, any existing financing encumbering the applicable Contract Property, including, without limitation, the Assumption Consents and all application fees, processing fees, assumption fees, defeasance costs, attorneys’ fees, consultants’ fees and title insurance fees, (andF) any closing escrow fees, (G) any and all Transfer Taxes due and payable in connection with the transactions contemplated by the applicable Purchase Contract, (H) all third party costs incurred in connection with the preparation of any third party reports respecting the applicable Contract Property or the condition thereof (e.g., environmental, engineering and lease abstracting) and (I) all legal and accounting fees and disbursements incurred by Cedar in connection with the transactions contemplated by the applicable Purchase Contract. In addition, in such eventthe event that Cedar shall purchase all of the direct or indirect interests in one or more of the sellers under the Purchase Contracts pursuant to an amendment thereto, Tenant Homburg shall pay or reimburse Cedar for Homburg’s Percentage Interests of all costs and expenses paid by Cedar or its affiliates in connection with the Initial Rent to Seller andapplicable Conversion(s) (including, notwithstanding without limitation, legal and filing fees and disbursements). To the terms extent any of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing foregoing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or in this Agreement expenses shall be paid by Seller and Buyer according Homburg in the form of a reimbursement to Cedar, Cedar agrees to deliver copies of paid receipts, settlement statements or other reasonable evidence to Homburg verifying the amount thereof. Notwithstanding the foregoing or anything to the usual contrary contained herein, with respect to Transfer Taxes due and customary allocation payable in connection with the Contract Transactions (each of which involves a Contract Property located in the Commonwealth of Pennsylvania), each of Homburg and the applicable Cedar Partners shall be responsible for fifty percent (50%) of the same amount thereof. (ii) Subject to the last sentence of this Section 5(b)(ii), the applicable Cedar Partners and Homburg shall pay their respective Percentage Interests of all costs and expenses associated with (A) additional record searches, additional title examinations and updates of the owner title insurance policies (including endorsements thereto) as and to the extent such additional searches, examinations and/or updated policies are desired by Escrow AgentHomburg and not by any Current Lender or the Lender under the New Parkway Plaza Loan, (B) any title insurance policy and/or endorsements insuring or otherwise providing coverage to, Homburg as a partner of any Contract Property Owner and (C) obtaining updates to the surveys of the Contract Properties, as and to the extent such updated surveys are desired by Homburg and not by any Current Lender or the Lender under the New Parkway Plaza Loan. Seller agrees that all closing costs Notwithstanding anything herein to the contrary, if the aggregate amount payable by Seller the Cedar Partners under Section 5(a)(ii) and this Section 5(b)(ii) shall exceed $10,000, Homburg shall be deducted from Seller’s proceeds responsible for all amounts in excess of $10,000. (iii) Notwithstanding anything to the contrary contained herein, if, for any reason (except as otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as expressly provided in this Section 23(a5(b)(iii)), Seller a Purchase Contract Closing and Buyer the Closing of the applicable Contract Transaction shall not occur simultaneously, then Homburg shall be responsible for one hundred percent (100%) of all costs and expenses incurred by Homburg, Cedar and the Property Owners as a result of such separate closings (i.e. notwithstanding the fact that similar costs may have been initially paid in connection with a Purchase Contract Closing and Homburg shall be required to reimburse Cedar for its Percentage Interests thereof pursuant to Section 5(b)(i) above). Notwithstanding the foregoing, if a Purchase Contract Closing shall occur and the Closing of the applicable Contract Transaction shall not have occurred contemporaneously therewith solely by reason of (i) the breach by Cedar of its obligations under this Agreement and provided that Homburg shall have otherwise been ready, willing and able to close such Contract Transaction contemporaneously with the applicable Purchase Contract Closing, then Cedar shall be responsible for one hundred percent (100%) of all costs and expenses incurred by Homburg, Cedar and the Property Owners as a result of such separate closings or (ii) the failure of one or more conditions precedent to the obligation of Homburg to close such Contract Transaction contemporaneously with the applicable Purchase Contract Closing (other than by reason of any breach described in clause (i) above), then the applicable Cedar Partners and Homburg shall be responsible for their respective Percentage Interests of all costs and expenses incurred by Homburg, Cedar and the Property Owners as a result of such separate closings. The parties agree to use good faith efforts to coordinate a Purchase Contract Closing and the Closing of the applicable Contract Transaction such that the same shall occur contemporaneously. (c) In addition, Homburg hereby agrees to pay to Cedar, in its capacity as Manager, at the applicable Closing and as more particularly set forth in the applicable Management Agreement, its Percentage Interest of any Leasing Commission (as defined in the Management Agreement) payable to Cedar with respect to any Leases or renewals thereof entered into by and between a tenant at a Property and the applicable Property Owner at any time between the date hereof and the applicable Closing Date and with respect to which Lease or renewal thereof, the tenant thereunder has paid its first month’s rent on or prior to the applicable Closing Date. (d) Except as set forth in clause (I) of Section 5(b)(i) and Section 37 below, each bear their own costs party shall pay the cost of the fees and disbursements of its attorneys in regard to connection with this Agreement. The provisions of this Section 5 shall survive the Closings.

Closing Costs. Seller and Buyer agree to pay 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 XXX, Seller shall pay (ia) all title insurance search and examination fees with respect to the Title Reports, (b) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releasespremium for standard coverage under the Title Policy, (ii) one-half the fees and costs due Escrow Agent for its services, (iiic) one-half of fees and expenses charged by the Title Company and (d) any transfer tax associated taxes (and surtax), similar conveyance taxes, and documentary stamp taxes, surtaxes or recording taxes, regardless of which party such costs are statutorily or customarily imposed upon payable in connection with the sale transactions contemplated in this Agreement and (e) Loan Assumption Costs, but consisting only of the Premises, if anyLender’s assumption fee to the extent in excess of Buyer’s Assumption Fee Cap. Buyer shall pay (a) any documentary stamp tax payable in connection with any financing obtained by Buyer (including the Loan Assumption), (ivb) one-half of the premium for extended coverage under the Title Policy and the cost of a standard Owner’s Policyany title endorsements and affirmative insurance required by Buyer or its lender, and (vc) the cost of any Updated Title Reports or Surveys, (d) all recording charges payable in connection with the recording of the Deed and any other documents recorded in connection with the Closing, including all costs, fees and taxes in connection with any financing obtained by Buyer (except to the extent that “recording charges” in the Commonwealth of Virginia may actually be transfer taxes which are the responsibility of Seller), (e) any sales or use taxes relating to the transfer of any Personal Property to Buyer, (f) all Loan Assumption Costs, but subject to Buyer’s Assumption Fee Cap, (g) all fees and costs related to be paid by Seller Buyer’s financing, (h) all fees, costs or expenses in connection with Buyer’s due diligence reviews under this Agreement. At XXX, Buyer shall pay other than the reports and other materials provided and paid for by Seller as part of the Diligence Materials and (i) one-half the of fees and expenses charged by the Title Company. Any other closing costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated shall be allocated in accordance with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all other costs to be paid by Buyer under this Agreementlocal custom. Except as otherwise expressly provided for in the indemnities set forth in this Agreement, Seller and Buyer will each be solely responsible for and bear all of shall pay their own respective expenseslegal, including, without limitation, expenses of legal counsel, accountants, consulting and other advisors professional fees and expenses incurred at any time in connection with pursuing or consummating this Agreement and the transaction contemplated hereinhereby and their respective shares of prorations as hereinafter provided. Real estate taxes The provisions of this Section 6.5 shall survive the Closing or termination of this Agreement. Unless the parties agree otherwise, the Allocated Purchase Prices shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all used to calculate transfer taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX based upon the latest available information, including, without limitation, a credit that are required 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 hereunder and for purposes of disclosing the consideration paid by Buyer according to the usual and customary allocation of the same extent that such disclosure is required by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreementapplicable state law.

Closing Costs. Seller and Buyer agree to pay 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 XXX, Seller shall pay (i) the costs cost of releasing all liensobtaining the Title ------------- Commitment, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half including the fees and costs due Escrow Agent for its services, (iii) one-half cost of the transfer tax associated with examination of title to the sale Property made in connection therewith, the cost of the Premisesas-built survey obtained by Seller as provided in Paragraph 10(e) hereof, if any, fifty percent (iv50%) one-half of the cost of a standard Owner’s Policyany transfer or documentary tax imposed by the Commonwealth of Pennsylvania or any county or municipality upon the conveyance of the Property pursuant hereto, the escrow fees charged by the Title Company for serving as escrow agent with respect to the portion of the Purchase Price deposited with Title Company to assure completion of the Punch List Items and obtaining permanent certificates of occupancy for the Building and the tenant space as provided in Paragraph 4 hereof, and (v) assuring the performance by Seller of its obligations regarding the transfer of warranties to Purchaser and satisfaction of certain delivery obligations under Section 2.7 of the Lease as provided in Paragraph 4 hereof, the attorneys' fees of Seller, and all other costs and expenses incurred by Seller in closing and consummating the purchase and sale of the Property pursuant hereto. Purchaser shall pay the recording fees on the Special Warranty Deed (and quitclaim deed if required pursuant to Paragraph 12[a] hereof) of the Property from Seller to Purchaser to be paid by Seller under recorded in connection with this Agreement. At XXXtransaction, Buyer shall pay the premium for Purchaser's owner's policy of title insurance and any endorsements thereto (ibut excluding any incremental cost for providing affirmative insurance coverage with respect to any mechanic's or materialmen's liens), fifty percent (50%) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) any transfer or documentary tax imposed by the incremental cost, if any, for extended coverage to Commonwealth of Pennsylvania or any county or municipality upon the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half conveyance of the transfer tax associated with Property pursuant hereto, the attorneys' fees of Purchaser, and all other costs and expenses incurred by Purchaser in closing and consummating the purchase and sale of the Premises, if any, (vii) the cost of the Survey and (viii) all 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this AgreementProperty pursuant hereto.

Closing Costs. Seller and Buyer agree to pay 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 XXX, Seller shall pay (i) all charges normally attributable to Sellers, including Florida and Hillsborough County real estate transfer taxes, Seller's portion of City of Tampa real estate transfer taxes, the costs cost of releasing all liensthe owner's title insurance policy, judgmentsSeller's recording charges, and all other encumbrances that are charges customarily charged to be released sellers by the Title Insurer. Buyer shall pay all charges normally attributable to Buyers, including Bxxxx's portion of City of Tampa real estate transfer taxes, and of recording such releasesall other charges customarily charged to buyers by the Title Insurer and all other charges, (ii) one-half costs, and expenses relating to the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of the PremisesBuyer's mortgage financing, if any, (iv) one-half of including mortgage recording charges, the cost of a standard Owner’s Policyany money lender's escrow established by Bxxxx's lender, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of the mortgage title insurance policy and any endorsements required by Bxxxx's lender. Purchaser shall also pay: all costs and fees payable in connection with any mortgage that Purchaser may obtain for the purchase of the House, which costs are variable depending on the mortgage lender, including and intangible taxes in connection with a standard Owner’s note and mortgage; the documentary stamp tax payable on the Special Warranty Deed and Purchaser's legal fees and expenses. Seller shall pay for the cost of: (a) officially recording the Special Warranty Deed, (b) the premium for the issuance of the Title Policy, (iiic) title search, (d) lien searches and (e) Seller's attorney fees. Purchaser and Seller shall equally share the incremental costclosing agent's (as selected by the Seller) closing fee and expenses for handling the Closing. For purposes of this paragraph, if any, for extended coverage the Purchase Price of the House shall be deemed to include the Total Purchase Price set forth on the first page of the Agreement plus (to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (vextent not already included therein) the cost of any lender’s policy options purchased pursuant to any Selections Addendum, Option Addendum, Change Order Form(s) or otherwise. Purchaser shall pay all utility charges for the House purchased from and after the date of title insuranceClosing. Certified, (vi) one-half confirmed and ratified special assessment liens as of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all other costs to Scheduled Closing Date shall be paid by Buyer under this Agreement. Except as otherwise provided for Seller; however, to the extent any such certified, confirmed or ratified special assessment liens are payable in this Agreementinstallments, Seller Purchaser shall take title subject to such liens and Buyer will each assume and be solely responsible for and bear all the balance of their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating installments which are payable after the transaction contemplated hereinScheduled Closing Date. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates Pending liens as of the date of rent commencement under Scheduled C losing Date and special assessment liens which become certified, confirmed or ratified after the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations Scheduled Closing Date shall be calculated through escrow as the responsibility of XXX based upon and paid by Purchaser. The provisions of this paragraph shall survive the latest available informationClosing. 23. SURVEY. Within five (5) business days before the Closing Date, includingSeller shall deliver to Buyer, without limitationat Bxxxx's expense, a credit to Buyer for current boundary survey in a .pdf file locating the House and all property improvements prepared by a licensed Florida surveyor, showing any rent prepaid by Tenant for the period beginning with encroachments, measurements of all lot lines, all easements of record, building set back lines of record and including the date on which the closing occurs through and including the last day of the month in which the closing occursfences. All other credits to Buyer Seller shall be similarly prorated. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited deliver one original Property boundary survey to Buyer at XXX (andClosing. If Buyer is not satisfied with any encumbrance or encroachment shown on the current survey that was not apparent on any survey previously provided to Buyer, in such eventthe Title Commitment, Tenant shall pay the Initial Rent or otherwise disclosed in writing to Buyer, Buyer may terminate this Agreement upon written notice to Seller andon or before the Closing Date, notwithstanding in which event the terms of Title Insurer shall promptly return the Lease, shall not be obligated to make a payment for the Initial Rent Exxxxxx Money Deposit to Buyer). Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or in , and this Agreement shall be paid by Seller of no further force and Buyer according effect, and all parties hereto shall thereupon be relieved and absolved of any further liabilities or obligations whatsoever to each other hereunder, except with respect to those liabilities or obligations hereunder which are expressly stated to survive the usual and customary allocation termination of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreement. Final PLAT also attached for reference of lot lines.

Closing Costs. (a) Upon the Close of Escrow, Seller and Buyer agree agrees to pay 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 XXX, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half (1/2) of the fees escrow charges and costs due Escrow Agent for its servicesthe full cost of the standard coverage owner's policy of title insurance described in Paragraph 12 above. (b) Upon the Close of Escrow, (iii) Buyer agrees to pay one-half (1/2) of the transfer tax associated with the sale of the Premisesescrow charges and, if anyBuyer elects, (iv) one-half of the any additional cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for receiving an ALTA extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s form policy of title insurance, (vi) one-half insurance in lieu of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all other costs policy to be paid provided 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Seller. (c) Real estate taxes against the Property shall be prorated based upon the current valuation and latest available tax rates in Escrow as of the date Close of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX Escrow, based upon the latest available information. All irrigation assessments, includingimprovement liens, without limitationand any other general or special assessments shall be prorated at Close of Escrow. (d) If permitted or requested by the lenders, a credit any tax, insurance, improvement or other impounds held by the lenders under the Loans shall be assigned to Buyer for and credited to Seller at the Closing. (e) All rents shall be prorated in Escrow as of the Closing on a per diem basis. If any tenant is entitled to any free rent prepaid by period, rent abatement or other similar rent concession under the Tenant for Leases as of the Close of Escrow, the amount thereof shall be prorated as of the Closing, and the amount thereof allocable to the period beginning with following the Close of Escrow shall be an obligation of Buyer as Lessor under the assigned leases. (f) All common area maintenance expenses, common area charges, insurance and including the date on which the closing occurs through and including the last day other similar expenses shall be prorated in Escrow as of the month in which the closing occurs. All other credits to Buyer shall be similarly prorated. If XXX is Closing on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer)per diem basis. 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 Buyer and Seller and Buyer according to the usual and customary allocation practice of the same by Escrow Agent. . (g) Seller agrees that all closing costs and commissions payable by Seller shall be deducted from Seller’s 's proceeds otherwise payable at the Close of Escrow and that to the extent such proceeds are not sufficient to pay all such closing costs and commissions in full, Seller at XXXshall deposit cash with Escrow Agent in an amount sufficient to pay the deficiency. On or before the Close of Escrow, Buyer shall agrees to deposit with Escrow Agent cash in an amount sufficient cash to pay all of closing costs payable by Buyer’s closing costs. Except as provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement.

Closing Costs. All real estate transfer taxes and/or documentary stamp taxes, for the Properties in (a) New York, shall be paid 100% by Seller, (b) in Connecticut, shall be paid 100% by Seller, and (c) in Pennsylvania, shall be paid one-half by Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and one-half by this reference incorporated herein (the “Escrow Instructions”)Purchaser. At XXX, Seller shall pay (i) the costs of releasing all liens, judgments, filing and other encumbrances that are recording fees relating to be released documents required to clear title to each Property. Purchaser and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) Seller shall each pay one-half of the transfer tax associated with the sale fees of the Premises, if any, (iv) one-half of Escrow Agent for the cost of a standard Owner’s Policy, Escrow Agreement and (v) all other costs to be paid for closing fees charged by Seller under this Agreementthe Title Company. At XXX, Buyer Purchaser shall pay (ia) one-half the any intangible taxes, fees and or other costs due Escrow Agent for its servicesrelated to any financing which Purchaser obtains, (iib) one-half of the cost of a standard Ownerall title insurance costs, premiums, and charges for an owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of policy and any lender’s policy of title insuranceor endorsements, (vic) one-half costs of any survey, (d) all costs of Purchaser’s due diligence and attorneys’ fees, and (e) all Loan Assumption Costs and Expenses and Defeasance Costs, as more fully described in Section 5 above. With respect solely to the calculation of any applicable transfer tax and document taxes that are payable upon the Group One Closing or the Group Two Closing, as applicable, Purchaser and Seller hereby acknowledge and agree to (i) the allocation of the Group One Purchase Price among the Group One Properties in the amounts set forth next to the applicable property set forth on Exhibit P ;and (ii) the allocation of the Group Two Purchase Price among the Group Two Properties in the amounts set forth next to the applicable property set forth on Exhibit P. In no event shall the allocations set forth on Exhibit P be binding on Purchaser or Seller for any other purpose whatsoever and Seller and Purchaser are freely permitted to allocate the Group One Purchase Price and Group Two Purchase Price as they deem appropriate. Purchaser and Seller shall execute any and all applicable transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all other costs to be paid documents required 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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 such jurisdictions in which the closing occurs. All other credits to Buyer shall be similarly prorated. If XXX applicable property is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreementbeing transferred.

Closing Costs. Seller (a) In addition to the other costs and Buyer agree expenses to pay closing costs as indicated be paid by Sellers set forth elsewhere in this Agreement and in the escrow instructions attached hereto as Exhibit FAgreement, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller Sellers shall pay for the following costs in connection with this transaction: (i) the costs fees and expenses of releasing all liens, judgments, their own accountants and other encumbrances that are to be released and of recording such releases, attorneys; (ii) one-half the costs of the owner’s Title Policies and all endorsements or modifications to the owner’s Title Policies; (iii) closing costs, in accordance with the customs of the respective counties in which the individual Hotels are situated; (iv) except as otherwise provided herein, 50% of any escrow fees and costs due Escrow Agent and recording fees for its services, (iii) one-half of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policy, closing documents; and (v) all costs related to recording any documents to release all monetary liens on the Property. (b) In addition to the other costs and expenses to be paid by Seller under Purchaser set forth elsewhere in this Agreement. At XXX, Buyer Purchaser shall pay for the following costs in connection with this transaction: (i) one-half the fees and costs due Escrow Agent for expenses of its services, own accountants and attorneys; (ii) one-half the costs of the cost of a standard Owner’s Policy, Updated Surveys; (iii) closing costs, in accordance with the incremental cost, if any, for extended coverage to customs of the Owner’s Policy, respective counties in which the individual Hotels are situated; (iv) the cost fees, costs and expenses for recording any of all endorsements to the OwnerPurchaser’s Policy requested by Buyer, financing documents; (v) the cost of any lender’s policy of title insurance, formation costs (including reasonable legal expenses) for New LLC 3 and New LLC 4; (vi) one-half costs and expenses incurred in relation to the procurement of any approvals required in connection with the issuance of the transfer tax associated with the sale of the Premises, if any, Equity Consideration; and (vii) the cost of the Survey and (viii) all other costs to be paid by Buyer under this Agreement. Except except as otherwise provided for in this Agreementherein, Seller 50% of any escrow fees and Buyer will each be solely responsible for costs and bear all of their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant recording fees for the period beginning with and including the date on which the closing occurs through and including the last day documents. (c) All transfer Taxes due as a result of the month in which the closing occurs. All other credits to Buyer shall be similarly prorated. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or in this Agreement transaction shall be paid by Seller Purchaser, and Buyer according to Sellers and Purchaser shall execute and deliver such transfer and sales Tax returns, exemption certificates and/or occasional sales certificates (collectively, the usual and customary allocation of the same “Tax Certificates”) as may be required by law or deemed reasonably necessary by either party or Escrow Agent. Seller agrees that all closing costs payable by Seller Sellers shall be deducted from Seller’s proceeds otherwise payable responsible for all sales, use, and gross receipts Taxes applicable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash construction, repair and remodeling of the Hotels prior to pay all of Buyer’s closing costs. Except as provided Closing. (d) All other fees, costs and expenses not expressly addressed in this Section (e) The provisions of this Section 23(a), Seller and Buyer 7.5 shall each bear their own costs in regard to this Agreementsurvive the Closing.

Closing Costs. Seller Buyer and Buyer agree the Sellers shall each pay their own legal fees related to pay closing costs as indicated in the preparation of this Agreement and in all documents required to settle the escrow instructions attached hereto as Exhibit Ftransactions contemplated hereby, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller Sellers shall pay the legal fees of the Existing Lender in connection with the Loan Assumption. Buyer and Sellers acknowledge and agree that the costs of (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releasestransfer taxes, (ii) one-half the fees and costs due Escrow Agent for its servicesowner’s title insurance premiums, (iii) one-half of the transfer tax associated with the sale of the Premises, if anyendorsements to title insurance policies, (iv) onelender’s title insurance policies (except with respect to any new title policies for Existing Lender, bring-half down endorsements for Existing Lender’s existing title policy, and/or other customary title endorsements requested by Existing Lender in connection with the Loan Assumption, which costs shall be the sole responsibility of Sellers), (v) recordation taxes and fees (associated with the cost transfer of a standard Owner’s PolicyProperty by Sellers to Buyer), (vi) title searches, and (vvii) all other costs mortgage taxes, are customarily paid in Texas, Louisiana, New Mexico, and Arkansas by the party, split between the parties or not applicable to the parties as described in Schedule 5.8.1 annexed hereto, and Buyer and Sellers agree to pay such items in accordance with Schedule 5.8.1 annexed hereto (except to the extent Sellers are required to pay such items as part of Sellers’ curing obligations in accordance with Article 2, in which case Seller shall be paid by Seller under this Agreementresponsible for such costs). At XXXIn addition to the foregoing, Buyer shall pay all costs associated with its investigation of the Property, including the cost of appraisals, updated surveys, architectural, engineering, credit and environmental reports, and Preliminary Reports and UCC Searches; provided, however, (i) one-half if Closing does not occur, the fees costs of the Preliminary Reports and costs due Escrow Agent for its servicesUCC Searches shall be shared equally between Sellers and Buyer, (ii) one-half if Closing does occur and the costs of the cost UCC Searches are subsumed in the costs of a standard Owner’s Policythe title premium, then the costs for the UCC Searches shall be paid by the party otherwise responsible for the costs of the Preliminary Reports, and (iii) if Closing does occur and the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half costs of the transfer tax associated UCC Searches are not subsumed in the costs of the title premiums, then (1) if the UCC Searches are required by the Existing Lender in connection with the sale of Loan Assumption, the PremisesSellers shall pay such costs, and (2) if anythe UCC Searches are not required by the Existing Lender in connection with the Loan Assumption, then the Buyer shall pay such costs. In addition to as otherwise provided herein, the Sellers shall pay (vii1) the cost of the Survey and (viii) all Title Company to issue any new title policies for the Existing Lender, bring-down endorsements for the Existing Lender, and/or other costs to be paid title endorsements required 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, expenses of legal counsel, accountants, and other advisors incurred at any time the Existing Lender in connection with pursuing the Loan Assumption, (2) all transfer, assumption or consummating waiver fees associated with any ground lessor, association, declarant or easement holder that holds any right in the transaction contemplated hereinProperty, and (3) any Loan Assumption Related Fees. Real estate taxes Buyer and Seller shall share equally the cost of all escrow charges. Any and all other purchase and sale closing costs shall be prorated based upon paid in accordance with the current valuation and latest available tax rates as custom of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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 local jurisdiction in which the closing occursProperty is located. All other credits Buyer and Sellers further agree and acknowledge that in the event new title policies are issued to Buyer Existing Lender in connection with the Loan Assumption, then the simultaneous issuance rate customarily charged by the Title Company shall be similarly prorated. If XXX is on or after attributed solely to the 20th day of Existing Lender’s mortgage policy (and that the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) premium payable shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 attributed to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Sellerowner’s proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(apolicy), Seller and Buyer shall each bear their own costs in regard to this Agreement.

Closing Costs. Seller and Buyer agree (a) At or prior to pay 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 XXXClosing, Seller shall pay the following costs, expenses and fees: (i) the costs of releasing all liens, judgmentsSeller’s legal fees, and other encumbrances that are to be released and of recording such releases, (ii) one-half any commission payable to the fees and costs due Escrow Agent for its servicesBroker (as defined below), (iii) one-half pursuant to Section 17 of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. . (b) At XXXor prior to Closing, Buyer Purchaser shall pay the following costs, expenses and fees: (i) one-half all costs related to the fees necessary approvals, permits and costs due Escrow Agent filings as needed to create a separate legal parcel for its servicesthe Property and to grant the easements created in the RCEA, including any required severance(s), subdivision or consents required pursuant to the provisions of the Planning Act (Ontario) governing the subdivision of lands (collectively, “Subdivision Approvals”); (ii) one-half all costs of Purchaser’s due diligence review of the cost Property, including, without limitation, physical inspections, preparation of a standard Owner’s Policyappraisals, feasibility studies, environmental, engineering or geotechnical reports or studies, preparation and review of any boundary or as-built surveys, including, without limitation, the Survey (as defined below); (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, cost of obtaining all Approvals (as defined below); (iv) the cost of obtaining all endorsements to the Owner’s Policy requested by Buyer, Third Party Approvals (as defined below); (v) the cost of any lenderPurchaser’s policy of title insurance, legal fees; (vi) one-half of the all land transfer tax associated with the sale of the Premises, if any, taxes and similar taxes payable; (vii) the cost of the Survey and all registration fees on registrable documents; (viii) if applicable, all other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreement, Seller title insurance fees and Buyer will each be solely responsible for and bear all of their own respective expensespremiums, including, without limitation, any costs, fees and premiums related to the issuance of a title insurance commitment and any owner’s title insurance policy obtained by Purchaser at Closing, including, any endorsements thereto, and all search and examination fees; and (ix) the reasonable fees and expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating consultants retained by Seller to review the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX based upon the latest available information, submittals made by Purchaser pursuant to this Agreement (including, without limitation, a credit the Survey, Site Plan and Elevations and Plans) in an amount not 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs exceed Twelve Thousand Dollars ($12,000.00) plus HST (the “Initial RentReview Fee”); (x) the sum of Fifty Thousand and No/100 Dollars $50,000 plus HST to Seller, as Purchaser’s one-time contribution to Seller’s future costs of maintaining, repairing and replacing the access drives on the HD Property (which obligations of the Seller shall be credited confirmed in the RCEA (as defined below); and any commissions, fees or compensation due and payable to Buyer any broker that Purchaser retained in connection with this transaction. Purchaser shall pay Seller the Review Fee at XXX Closing or upon an earlier termination of this Agreement (andsave and except where such termination arises as a result of a breach or non-performance by the Seller of any of its obligations pursuant to this Agreement, in which case such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, Review Fee shall not be obligated payable by the Purchaser), upon delivery by the Seller to make the Purchaser of written evidence, satisfactory to the Purchaser, acting reasonably, of the payment by the Seller of such fees and expenses; it being specifically acknowledged and agreed that upon a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the responsibility termination of either Party in the Escrow Instructions or in this Agreement prior to Closing such Review Fee shall first be deducted from any refundable Deposits that would otherwise be payable to Purchaser and the balance, if any, shall be paid to Seller by Purchaser within five (5) business days after the termination of this Agreement. (c) All other costs and fees shall be paid by Seller the party incurring such costs and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreementfees.

Closing Costs. Costs incurred in connection with the Closing will be allocated as follows: (a) Purchaser will pay (i) all premium and other costs for the Title Policy and any endorsements to the Title Policy, except for the portion thereof payable by Seller pursuant to Section 10.6(b), (ii) all premiums and Buyer agree other costs for any mortgagee policy of title insurance, including but not limited to pay any endorsements or deletions, (iii) Purchaser’s attorney’s fees, (iv) 1/2 of all of the Title Company’s and the Title Company’s escrow and closing costs as indicated in this Agreement fees, if any, (v) all recording fees for the Deed and in the escrow instructions attached hereto as Exhibit Fother Closing Documents, and (vi) 1/2 of the cost of any update to the Survey in connection with the transactions contemplated by this reference incorporated herein Agreement. (the “Escrow Instructions”). At XXX, b) Seller shall will pay (i) the costs of releasing all liens, judgments, base premium for the basic Title Policy and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insuranceendorsement with respect to matters for which Seller has agreed to obtain affirmative insurance pursuant to Section 6.2, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (viiii) the cost of the Survey and 1/2 of the cost of any update to the Survey in connection with the transactions contemplated by this Agreement, (viiiiii) 1/2 of all of the Title Company’s escrow and closing fees, and (iv) Seller’s attorneys’ fees. (c) The parties hereby agree that no portion of the Purchase Price has been allocated to the Personal Property or the Intangible Personal Property. In the event that any Authority shall require that any sales tax or other similar tax with respect to any Personal Property or the Intangible Personal Property be paid in connection with the transactions contemplated by this Agreement, Purchaser shall be obligated to make all such payments as and when required by any such Authority. Upon the request of Seller, Purchaser shall execute and/or deliver such instruments and information as may be necessary in connection with Purchaser’s payment of any such sales or other similar tax. (d) Any other costs to be paid by Buyer under this Agreement. Except as otherwise and expenses of Closing not 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes Section 10.6 shall be prorated based upon allocated between Purchaser and Seller in accordance with the current valuation and latest available tax rates as of custom in the county in which the Real Property is located. (e) If the Closing does not occur on or before the Closing Date for any reason whatsoever, the costs incurred through the date of rent commencement under termination will be borne by the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreementparty incurring same.

Closing Costs. Seller and Buyer agree (a) At or prior to pay 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 XXXClosing, Seller shall pay the following costs, expenses and fees: (i) the costs of releasing all liens, judgmentsSeller’s legal fees, and other encumbrances that are to be released and of recording such releases, (ii) one-half any commission payable to the fees and costs due Escrow Agent for its servicesBroker (as defined below), (iii) one-half pursuant to Section 17 of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. . (b) At XXXor prior to Closing, Buyer Purchaser shall pay the following costs, expenses and fees: (i) one-half all costs related to the fees necessary approvals, permits and costs due Escrow Agent filings as needed to create a separate legal parcel for its servicesthe Property and to grant the easements created in the RCEA, including any required severance(s), subdivision or consents required pursuant to the provisions of the Planning Act (Ontario) governing the subdivision of lands (collectively, “Subdivision Approvals”); (ii) one-half all costs of Purchaser’s due diligence review of the cost Property, including, without limitation, physical inspections, preparation of a standard Owner’s Policyappraisals, feasibility studies, environmental, engineering or geotechnical reports or studies, preparation and review of any boundary or as-built surveys, including, without limitation, the Survey (as defined below); (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, cost of obtaining all Approvals (as defined below); (iv) the cost of obtaining all endorsements to the Owner’s Policy requested by Buyer, Third Party Approvals (as defined below); (v) the cost of any lenderPurchaser’s policy of title insurance, legal fees; (vi) one-half of the all land transfer tax associated with the sale of the Premises, if any, taxes and similar taxes payable; (vii) the cost of the Survey and all registration fees on registrable documents; (viii) if applicable, all other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreement, Seller title insurance fees and Buyer will each be solely responsible for and bear all of their own respective expensespremiums, including, without limitation, any costs, fees and premiums related to the issuance of a title insurance commitment and any owner’s title insurance policy obtained by Purchaser at Closing, including, any endorsements thereto, and all search and examination fees; and (ix) the reasonable fees and expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating consultants retained by Seller to review the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX based upon the latest available information, submittals made by Purchaser pursuant to this Agreement (including, without limitation, a credit the Survey, Site Plan and Elevations and Plans) in an amount not to Buyer for any rent prepaid by Tenant for exceed Twelve Thousand Dollars ($12,000.00) plus HST (the period beginning with “Review Fee”); (x) the sum of Thirty Thousand and including No/100 Dollars $30,000 plus HST to Seller, as Purchaser’s one-time contribution to Seller’s future costs of maintaining, repairing and replacing the date access drives on the HD Property (which obligations of the Seller shall be confirmed in the RCEA (as defined below) (xi) the sum of Twenty Thousand and No/100 Dollars ($20,000) plus HST to Seller, as Purchaser’s contribution towards the cost of the Pylon Sign (as defined below) on which the closing occurs through Purchaser shall have the right to install its sign panel in accordance with Section 11(c) below; and including any commissions, fees or compensation due and payable to any broker that Purchaser retained in connection with this transaction. Purchaser shall pay Seller the last day Review Fee at Closing or upon an earlier termination of this Agreement (save and except where such termination arises as a result of a breach or non-performance by the month Seller of any of its obligations pursuant to this Agreement, in which the closing occurs. All other credits to Buyer shall be similarly prorated. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in case such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, Review Fee shall not be obligated payable by the Purchaser), upon delivery by the Seller to make the Purchaser of written evidence, satisfactory to the Purchaser, acting reasonably, of the payment by the Seller of such fees and expenses; it being specifically acknowledged and agreed that upon a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the responsibility termination of either Party in the Escrow Instructions or in this Agreement prior to Closing such Review Fee shall first be deducted from any refundable Deposits that would otherwise be payable to Purchaser and the balance, if any, shall be paid to Seller by Purchaser within five (5) business days after the termination of this Agreement. (c) All other costs and fees shall be paid by Seller the party incurring such costs and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreementfees.

Closing Costs. Seller and Buyer agree to pay 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 XXX, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all other costs to be paid by Buyer under this Agreement. Except as otherwise is explicitly provided for in this Agreement, Seller each Party shall pay its own legal, advisory, consulting and Buyer will each be solely responsible for accounting fees and bear all of their own respective expenses, including, without limitation, expenses any environmental, property condition, or other due diligence reports or studies commissioned by it. All filing fees for the Deeds, escrow fees, transfer, recording, sales or other similar Taxes and surtaxes due with respect to the transfer of legal counseltitle, accountantsthe costs associated with the releases of any deeds of trust, mortgages and other financing encumbering the Acquired Interests or the Property and for any costs associated with any corrective instruments, costs associated with the Survey, costs for title search and the title insurance premium for the issuance of the Owner’s Title Policies, cost of the UCC Searches, and other advisors incurred at any time in connection with pursuing or consummating all endorsements to the transaction contemplated herein. Real estate taxes Owner’s Title Policies shall be prorated based upon shared equally between Owners and Operating Partnership; provided, however, that to the current valuation and latest available tax rates as extent any of the date foregoing costs with respect to the conveyance and transfer of rent commencement under an Acquired Property are greater than they would have been had the Lease. Tenant is Equity Interests in the Partnership that owns the Acquired Property been transferred instead, Owners shall be solely responsible for all taxes as of the date of rent commencement under the Leasesuch incremental increased costs. All prorations shall be calculated through escrow as of XXX based upon costs associated with the latest available informationLoans, including, without limitation, a credit all transfer fees, application fees, expenses related to Buyer terminating any interest rate swap or cap or similar arrangement, points and/or other fees required in connection with the assignment of the Loans and all expenses of Lenders, including, without limitation, legal fees and expenses, all mortgage and similar stamp taxes in connection with the transfer of the Loans and the Mezzanine Loan shall be shared equally between Owners and Operating Partnership; provided however, that Operating Partnership shall pay for any rent prepaid by Tenant and all costs for debt prepayment or defeasance. Operating Partnership shall pay any and all costs related to assignments of and consents to existing Franchise Agreements and/or new franchise agreements, including PIPs and termination or up-front Franchisor fees, and any liquidated damages under the period beginning existing Franchise Agreements. All other costs which are necessary to carry out the Transactions shall be allocated between Operating Partnership and Owners in accordance with and including local custom in the date on which the closing occurs through and including the last day of the month jurisdiction in which the Property is located. The final closing occurs. All other credits statement to Buyer be delivered by the Parties pursuant to Section 7.4 shall be similarly prorated. If XXX is on or after reflect the 20th day apportionment of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing transaction 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as manner provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement7.5.

Closing Costs. (a) In addition to the other costs and expenses to be paid by Seller and Buyer agree to pay closing costs as indicated set forth elsewhere in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the “Escrow Instructions”). At XXXAgreement, Seller shall pay for the following costs in connection with this transaction: (i) the costs fees and expenses of releasing all liens, judgments, its own accountants and other encumbrances that are to be released and of recording such releases, attorneys; (ii) the real property transfer taxes associated with the property located in the state of South Carolina and one-half of the fees and costs real property transfer taxes due Escrow Agent for its services, the remaining properties in Georgia; (iii) one-half of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policyany reasonable closing/escrow fees and costs, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated transfer/assignment taxes imposed in connection with the sale Ground Lease Assignment. (b) In addition to the other costs and expenses to be paid by Purchaser set forth elsewhere in this Agreement, Purchaser shall pay for the following costs in connection with this transaction: (i) the fees and expenses of the Premises, if any, its own accountants and attorneys; (viiii) the cost of the Survey base premium for the Title Policy, the cost of any endorsements or modifications to the Title Policy, including extended coverage, as requested by Purchaser, and the cost of any mortgagee policy; (iii) all fees, costs and expenses with respect to the Updated Survey; (iv) the fees, costs and expenses incurred by Purchaser in connection with its due diligence activities; (v) the fees, costs and expenses for recording any of the Closing Documents (except any title curative instruments which are Seller’s expense); (vi) the sales and use taxes in connection with the conveyance of the Property; (vii) one-half of the real property transfer taxes due for the properties located in Georgia; (viii) all 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 one-half of their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time the transfer/assignment taxes imposed in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation Ground Lease Assignment and latest available tax rates as (ix) one-half of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through any reasonable closing/escrow as of XXX based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with fees and including the date on which the closing occurs through and including the last day of the month in which the closing occurs. costs. (c) All other credits to Buyer shall be similarly prorated. If XXX is on fees, costs and expenses not expressly addressed in this Section 7.5 or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or elsewhere in this Agreement shall be paid by allocated between Seller and Buyer according to Purchaser for the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. Buyer shall deposit Property in accordance with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreementlocal custom for similar transactions.

Closing Costs. Seller (a) Attached to Section 5.26(a) of the Company Disclosure Letter are executed payoff letters reflecting the payoff amounts for all outstanding Indebtedness (other than Indebtedness referenced in subsection (j) therein) of the Company or any of its Subsidiaries (each, a “Signing Date Payoff Letter” and Buyer agree collectively, the “Signing Date Payoff Letters”). Except in the amounts and to pay closing the third parties set forth in the Signing Date Payoff Letters, neither the Company nor any of its Subsidiaries has any Indebtedness (other than Indebtedness referenced in subsection (j) therein). Except as set forth in Section 5.26(a) of the Company Disclosure Letter, there are no prepayment fees, penalties, breakage costs as indicated or other fees, costs or expenses associated with paying in full all outstanding Indebtedness of the Company and its Subsidiaries. (b) Set forth on Section 5.26(b) of the Company Disclosure Letter is a listing of all accounts payable of the Company and its Subsidiaries that have not been paid within sixty (60) days of invoice. (c) Set forth on Section 5.26(c) of the Company Disclosure Letter is a listing of the amounts of all legal, tax, accounting, professional and other fees and expenses owed by the Company or any of its Subsidiaries, that have not been paid and the amount of such fees and expenses to be incurred prior to the Closing Date, in each case in connection with the Frozen Vegetable Sale, the Frozen Fruit Sale, the Offer, the Merger, this Agreement and in the escrow instructions attached hereto as Exhibit F, and other transactions contemplated by this reference incorporated herein Agreement. (d) Set forth on Section 5.26(d) of the “Escrow Instructions”). At XXX, Seller shall pay (i) Company Disclosure Letter is a listing of the amounts of severance and related costs of releasing all liens, judgments, the Company and other encumbrances each of its Subsidiaries that are to have been or would be released and of recording such releases, (ii) one-half incurred in connection with the fees and costs due Escrow Agent for its services, (iii) one-half termination of the transfer tax associated with the sale employment of each employee who is part of the Premises, if any, (iv) one-half overhead of the cost Company or any of its Subsidiaries, that have not been paid. (e) Set forth on Section 5.26(e) of the Company Disclosure Letter is a standard Owner’s Policy, and (v) all other costs listing of the amounts required to be paid by Seller under this Agreement. At XXXto each holder of any Company Stock Option, Buyer shall pay any Company RSU Award and any Company Performance Share Unit Award in order to cancel and terminate each such Company Stock Award based on the Merger Consideration. (if) one-half the fees and costs due Escrow Agent for its services, (iiSet forth on Section 5.26(f) one-half of the cost of Company Disclosure Letter is a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half listing of the transfer tax associated with the sale amounts of the Premises, if any, (vii) the cost of the Survey and (viii) all 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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 bonuses which the closing occurs through and including the last day Company or each of the month in which the closing occurs. All other credits to Buyer shall be similarly prorated. If XXX its Subsidiaries is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent pay to Buyer). Any other closing costs any of its employees, that have 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreementbeen paid.

Closing Costs. Seller and Buyer agree (a) In addition to pay 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 XXX, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs and expenses to be paid by Seller under set forth elsewhere in this Agreement. At XXX, Buyer Seller shall pay for the following items in connection with the transactions contemplated by this Agreement: (i) one-half (1/2) of the fees and costs due expenses for Escrow Agent for its services, Agent; (ii) one-half the costs and expenses relating to the termination of the cost of a standard Owner’s Policy, Operating Leases and the Excluded Management Agreements; (iii) all income taxes applicable to Seller or its direct or indirect owners including franchise or excise tax based on net earnings or income through but not including the incremental cost, if any, for extended coverage to the Owner’s Policy, Closing Date; (iv) the cost of all endorsements sales, VAT, or similar tax, levy, charge or fee incurred with respect to the Owner’s Policy requested by Buyer, transactions described in this Agreement; (v) the cost fees and expenses of any lender’s policy of title insuranceits own attorneys, accountants and consultants; (vi) one-half subject to Section 14.9, the costs and expenses due under Section 2.5(f) of the transfer tax associated CMBS Loan Agreement including the cost of acquiring the Defeasance Collateral (as defined in the CMBS Loan Agreement) and such other costs and expenses of Seller and CMBS Borrower paid or incurred in connection with the sale of the Premises, if any, defeasance; (vii) the cost of the Survey and Seller’s Franchise Agreement Obligations; (viii) the fees and expenses for the title commitments, the title premium and any endorsements to the Title Policy, in each case, as expressly identified on Schedule 6.2 as Seller Costs; (ix) all state, county or other local documentary, transfer, conveyance, stamp, recording or similar tax payable in connection with the delivery of the Assignment of Interests expressly identified on Schedule 6.2 as Seller Costs; and (x) all costs in connection with discharging any Unpermitted Title Exceptions which are the obligation of Seller under Section 7.3. (b) In addition to the other costs and expenses to be paid by Buyer under this Agreement. Except as otherwise provided for set forth elsewhere in this Agreement, Seller Buyer shall pay for the following items in connection with the transactions contemplated by this Agreement: (i) the fees and expenses incurred by Buyer will for Buyer’s Inspectors or otherwise in connection with the Inspections; (ii) the fees and expenses for the New Survey; (iii) the fees and expenses for the title commitments, the title premium and any endorsements to the Title Policy, in each be solely responsible case, as expressly identified on Schedule 6.2 as Buyer Costs; (iv) 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 Buyer; (v) one-half (1/2) of the fees and bear all of their own respective expenses, expenses for Escrow Agent; (vi) the costs and expenses (including, without limitation, expenses of legal counsel, accountants, any application fees and other advisors any costs incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as satisfaction and/or compliance with any property improvement plan required by Franchisor) to enter into a New Franchise Agreement with Franchisor for each of the date of rent commencement under Hotels and, if applicable, any Franchise Termination Payments (but excluding the Lease. Tenant is responsible for Seller’s Franchise Agreement Obligations); (vii) all taxes as state, county or other local documentary, transfer, conveyance, stamp, recording or similar tax payable in connection with the delivery of the date Assignment of rent commencement under Interests expressly identified on Schedule 6.2 as Buyer Costs; and (viii) the Lease. All prorations shall be calculated through escrow as fees and expenses of XXX based upon the latest available informationits own attorneys, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with accountants 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreementconsultants.

Closing Costs. Seller Costs in connection with each of the Transactions shall be allocated as follows: (a) The Cedar Partners and Buyer agree to pay 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 XXX, Seller RioCan shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half their respective Percentage Interests of the transfer tax associated following costs and expenses due and payable in connection with the sale of Reorganizations and/or the PremisesTransactions: (A) any and all state and local recording charges and fees, if any, ; (ivB) one-half all of the cost of a standard Owner’s Policycosts, expenses and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated charges in connection with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all 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 expensesLoan Approvals, including, without limitation, all application fees, processing fees, assumption fees, attorneys’ fees, consultants’ fees and costs and expenses associated with survey updates, record searches, title examinations and updated mortgagee title insurance policies (including endorsements thereto), if any, required by any Lender; (C) any escrow fees charged by the Escrow Agent; (D) any and all state and local deed taxes, real property transfer taxes, controlling-interest taxes and similar taxes (collectively, “Transfer Taxes”); (E) all costs and expenses associated with the formation of legal counsel, accountants, additional Indirect Owners and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX based upon the latest available informationNew Columbus Crossing Preferred Partner Lender and, including, without limitation, legal and filing fees and disbursements; (F) with respect to the Transaction involving Blue Mountain, all of the reasonable costs, expenses and charges incurred in connection with the release of Blue Mountain from the Blue Mountain Line of Credit; and (G) with respect to the Transaction involving Sunset Crossing, all of the reasonable costs, expenses and charges incurred in connection with the release of Sunset Crossing from the Sunset Crossing Line of Credit. (b) RioCan shall pay all costs and expenses associated with (A) record searches, title examinations and updated owner title insurance policies (including endorsements thereto), if any, desired by RioCan and not by any Lender; (B) any title insurance policy and/or endorsements insuring or otherwise providing coverage to, RioCan as a credit partner of the Partnership; (C) obtaining updates to Buyer for the surveys of the Properties as and to the extent desired by RioCan and not by any rent prepaid Lender; (D) as applicable, all costs and expenses associated with the formation of the REIT, including, without limitation, legal and filing fees and disbursements; (E) as applicable, all costs and expenses associated with the contemplated conversion of the Owners that are limited liability companies, including, without limitation, legal and filing fees and disbursement; and (F) all costs and expenses associated with its Investigations, including, without limitation, legal and filing fees and disbursements. (c) In addition, RioCan hereby agrees to pay to Cedar, in its capacity as Manager, at the applicable Closing and as more particularly set forth in the Management Agreement to be executed at such Closing, its Percentage Interest of any Leasing Commission (as defined in such Management Agreement) payable to Cedar with respect to any leases or renewals thereof entered into by and between a Tenant for and the applicable Property Owner at any time during the period beginning with and including between the date hereof and the applicable Closing Date (as if such Management Agreement had been effective during such period), provided that such Tenant has paid its first month’s rent on or prior to the applicable Closing Date and provided further that this subparagraph (c) shall not apply to any leases or renewals thereof for which the closing occurs through and including the last day of the month in which the closing occurs. All other credits to Buyer Earn-Out Proceeds shall be similarly prorated. If XXX is on or after the 20th day of the calendar month in which XXX occursearned by Cedar pursuant to Section 4, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs it being understood and agreed that this subparagraph (the “Initial Rent”c) shall apply to any leases or renewals thereof for which Earn-Out Proceeds shall not be credited earned by Cedar pursuant to Buyer at XXX Section 4. (andd) Except as set forth in Section 39 below, in such event, Tenant each party shall pay the Initial Rent to Seller and, notwithstanding the terms cost of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer)fees and disbursements of its attorneys in connection with this Agreement. Any other closing costs not specifically designated as the responsibility The provisions of either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer 6 shall each bear their own costs in regard to this Agreementsurvive the Closings.

Closing Costs. Seller and Buyer agree to pay 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 XXX, a) Each Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releasesSeller’s legal fees, (ii) one-half expenses such Seller might incur in connection with removing the fees and costs due Escrow Agent for Unpermitted Exceptions with respect to its servicesShopping Center, (iii) one-half of the transfer tax associated with Title Company’s closing and escrow fees (the sale of the Premises, if any“Escrow Costs”), (iv) one-half of the premiums for the Purchaser’s owner’s title insurance policy (including the cost of a standard Owner’s Policythe Agreed Endorsements) (the “Title Policy Costs”), (v) one-half of the New Survey costs (the “Survey Costs”), (vi) one-half of the recording charges due in connection with the transaction contemplated herein and the Closing Documents, including but not limited to any documentary stamp taxes that are equivalent to recording charges but excluding any recording charges or documentary stamp taxes incurred in connection with any new financing being obtained by Purchaser at Closing (the “Recording Charges”), (vii) one‑half of the transfer taxes due in connection with the transaction contemplated herein and the Closing Documents, including but not limited to any documentary stamp taxes that are equivalent to transfer taxes but excluding any transfer taxes or documentary stamp taxes incurred in connection with any new financing being obtained by Purchaser at Closing (the “Transfer Taxes”), (viii) one-half of the fees and expenses charged by the Mortgage Lender with respect to the Northlake Mall in connection with the assumption of such Mortgage Loan, if applicable (the “Northlake Assumption Costs”), and all of the fees and expenses charged by the Mortgage Lender with respect to the MacArthur Shopping Center in connection with the assumption of such Mortgage Loan, if applicable, in each case including the loan assumption costs described in Exhibit Q, and (vix) all one-half of the Guaranty and Warranty Costs. For avoidance of doubt, Sellers are not obligated to pay any fees, charges, taxes, or other costs to be paid or expenses incurred by Seller under this Agreement. At XXX, Buyer Purchaser solely in connection with any new financing being obtained by Purchaser. (b) Purchaser shall pay (i) one-half of the fees Title Policy Costs, and all the costs due Escrow Agent for its servicesof any endorsements (other than the Agreed Endorsements, the costs of which shall be shared equally by the parties) it desires, (ii) one-half of the cost of a standard Owner’s PolicySurvey Costs, (iii) one-half of the incremental cost, if any, for extended coverage to the Owner’s PolicyEscrow Costs, (iv) one-half of the cost of all endorsements to the Owner’s Policy requested by BuyerTransfer Taxes, (v) one-half of the cost of any lender’s policy of title insuranceRecording Charges, (vi) one-half of the transfer tax associated Northlake Assumption Costs (if applicable), including the loan assumption costs described in Exhibit Q with respect to the sale of the Premises, if anyNorthlake Mall Mortgage Loan, (vii) the cost all of the Survey Purchaser’s legal fees, and (viii) all other one-half of the Guaranty and Warranty Costs. (c) The costs of Defeasing (as defined below), including the costs of the Defeasance Collateral (excluding an amount equal 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 the principal balance of their own respective expenses, including, without limitation, expenses of legal counsel, accountantsthe Defeased Loan, and other advisors any accrued or unpaid interest of such Defeased Loan up to Closing), the amount of any interest due and payable with respect to the Defeased Loans after Closing, documented, out-of-pocket fees, costs and expenses incurred at any time by Sellers solely in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX based upon the latest available informationDefeasance, including, including (without limitation, a credit to Buyer ) the brokerage fee for any rent prepaid by Tenant securities purchased for the period beginning with defeasance, all application fees, Defeasance accommodation fees, third-party Defeasance consultant’s fees, accountants fees, successor borrower fees, any applicable Mortgage Lender’s legal fees, successor borrower’s legal fees, rating agency fees and including the date on which the closing occurs through and including the last day fees of the month in which the closing occurs. All other credits to Buyer shall be similarly prorated. If XXX is on rating agency counsel (but excluding any legal fees of Sellers or after the 20th day of the calendar month in which XXX occursPurchaser) (collectively, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs “Defeasance Costs”) each Defeased Mortgage Loan (the “Initial Rent”as defined below) shall be credited borne by Purchaser and the Defeasing Seller as follows: (1) in the case of Northlake Mall (if applicable), fifty percent (50%) by Purchaser and fifty percent (50%) by the Defeasing Seller (as defined below), and (2) in the case of The Mall at Wellington Green, fifty percent (50%) by Purchaser and fifty percent (50%) by the Defeasing Seller. Any residual value on account of the Defeasance Collateral (as defined below) shall be distributed pro rata by Defeasance Service Provider (as defined below) to Buyer at XXX (andDefeasing Seller and Purchaser, if applicable, in such eventaccordance with the sharing percentages set forth above. Notwithstanding the foregoing, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by each Defeasing Seller shall be deducted responsible for one hundred percent (100%) of all accrued and unpaid interest on its then Defeased Mortgage Loan to and through the Proration Date. (d) Purchaser and Sellers hereby agree to equally share in the proceeds of any so called “Xxxxxx Rebate” available in the State of Florida from Seller’s proceeds otherwise payable to a Title Company. (e) The obligations of each Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in and Purchaser under this Section 23(a), Seller and Buyer 10.1 shall each bear their own costs in regard to this Agreementsurvive the Closing indefinitely.

Closing Costs. Seller and Buyer agree to pay 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 XXX, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all other costs to be paid by Buyer under this Agreement. Except as otherwise is explicitly provided for in this Agreement, Seller each Party shall pay its own legal, advisory, consulting and Buyer will each be solely responsible for accounting fees and bear all of their own respective expenses, including, without limitation, expenses any environmental, property condition, or other due diligence reports or studies commissioned by it. All filing fees for the Deeds, escrow fees, transfer, recording, sales or other similar Taxes and surtaxes due with respect to the transfer of legal counseltitle, accountantsthe costs associated with the releases of any deeds of trust, mortgages and other financing encumbering the Acquired Interests or the Property and for any costs associated with any corrective instruments, costs associated with the Survey, costs for title search and the title insurance premium for the issuance of the Owner's Title Policies, cost of the UCC Searches, and other advisors incurred at any time in connection with pursuing or consummating all endorsements to the transaction contemplated herein. Real estate taxes Owner's Title Policies shall be prorated based upon shared equally between Owners and Operating Partnership; provided, however, that to the current valuation and latest available tax rates as extent any of the date foregoing costs with respect to the conveyance and transfer of rent commencement under an Acquired Property are greater than they would have been had the Lease. Tenant is Equity Interests in the Partnership that owns the Acquired Property been transferred instead, Owners shall be solely responsible for all taxes as of the date of rent commencement under the Leasesuch incremental increased costs. All prorations shall be calculated through escrow as of XXX based upon costs associated with the latest available informationLoans, including, without limitation, a credit all transfer fees, application fees, expenses related to Buyer terminating any interest rate swap or cap or similar arrangement, points and/or other fees required in connection with the assignment of the Loans and all expenses of Lenders, including, without limitation, legal fees and expenses, all mortgage and similar stamp taxes in connection with the transfer of the Loans and the Mezzanine Loan shall be shared equally between Owners and Operating Partnership; provided however, that Operating Partnership shall pay for any rent prepaid by Tenant and all costs for debt prepayment or defeasance. Operating Partnership shall pay any and all costs related to assignments of and consents to existing Franchise Agreements and/or new franchise agreements, including PIPs and termination or up-front Franchisor fees, and any liquidated damages under 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 occursexisting Franchise Agreements. All other credits costs which are necessary to Buyer carry out the Transactions shall be similarly prorated. If XXX is on or after the 20th day of the calendar month allocated between Operating Partnership and Owners in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the responsibility of either Party accordance with local custom in the Escrow Instructions or jurisdiction in this Agreement 49 which the Property is located. The final closing statement to be delivered by the Parties pursuant to Section 7.4 shall be paid by Seller and Buyer according to reflect the usual and customary allocation apportionment of transaction costs in the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as manner provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement7.5.

Closing Costs. Seller Except as otherwise provided as follows, each of Contributor, NM and Buyer agree to the Company shall be responsible for and shall pay closing its own costs (as indicated well as the costs incurred by its respective affiliates) in this Agreement and in connection with the escrow instructions attached hereto as Exhibit F, and transactions contemplated by this reference incorporated herein (the “Escrow Instructions”). At XXXAgreement, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the including its own legal fees and costs due Escrow Agent for its services, expenses: (iiia) one-half of the transfer tax associated with the sale of the PremisesTransfer taxes, if any, (iv) one-half associated with the transfer of the cost of a standard Owner’s Policy, and (v) all other costs to Contributed Membership Interests hereunder shall be paid by Seller Contributor or the Company as customarily required for such type a transaction in each jurisdiction a Property owned by a Contributed Entity is located. (b) In the event new Surveys were obtained in connection with this transaction, the Company shall pay all costs associated therewith. (c) Costs associated with any new debt required to Close shall be paid by the Company. (d) Costs for all title search, exam fees, and premiums for the Title Policies shall be paid in accordance with Schedule 9.5(d). (e) Taxes shall be prorated on a fiscal year basis based upon actual tax bills or, to the extent not then available, the most recent ascertainable assessed values and tax rates. Contributor shall pay Taxes attributable to their respective Properties to, but not including, the Closing Date (except for those Taxes payable by Tenants in accordance with the Leases) and the Company shall pay all Taxes attributable to the Properties on and after the Closing Date. (f) The Company shall receive credit for all security deposits currently held by or on behalf of the Contributed Entities on the Closing Date (including all interest earned thereon if required by applicable Laws) which Contributor or the Contributed Entities (as applicable) are required to have in its possession or control pursuant to the terms of any Lease. (g) Contributor shall pay all water, sewer, and utility charges, common area maintenance charges, and other operating expenditures through the day before the Closing Date to the extent final readings are available. If final readings have not been taken, estimated charges shall be prorated between the parties and appropriate credits given. (h) Base and percentage rentals paid by Tenants and received by Contributor or the Contributed Entities prior to the Closing Date shall be prorated between the parties with rentals applicable to the period from and after the Closing Date allocated to the Company with a credit to the Company on the Closing Statement. If on the Closing Date there are any past due rents or other charges owing from Tenants or other occupants of the Property for the month in which Closing occurs, after Closing the Company will invoice Tenants for such rents and other charges due under this Agreementthe Leases. After Closing, if the Company receives, (provided, however, the Company shall have no obligation to collect) such past due amounts the Company shall pay to Contributor on a monthly basis on or before the fifteenth (15th) day of the calendar month following the month of receipt, such amount received. Notwithstanding the foregoing base and percentage rentals and other payments received by the Company from Tenants on or after the Closing Date shall be first applied toward the payment of base and percentage rentals and other charges for the then-current period, and any excess monies received shall be applied toward the payment of such past due amounts in accordance herewith. All prepaid rents covering the period of time commencing on or after the Closing Date shall be delivered by Contributor to the Company as a credit at Closing. At XXXthe Closing, Buyer Contributor shall furnish to the Company a complete and correct schedule of all rents and other charges which are then due and payable but which have not been paid by each Tenant for each Property. (i) To the extent the Leases provide that the Tenants thereunder are required to pay the lessor for a portion of taxes, insurance, utilities, maintenance and other operating costs and expenses of the Properties for such periods as are set forth in the respective Leases, Contributor and NM agree that these expenses shall be prorated as of the Closing Date and, to the extent that any of the expense items can be determined as of the Closing Date, those expense items shall be prorated and resolved between the parties by the Company paying to Contributor the amount of such expense items due Contributor at Closing or the Company receiving a credit for any expense items prepaid to and retained by Contributor for any period from and after the Closing Date. With respect to those expense items for which sufficient information will not be available on the Closing Date to calculate a monetary proration as of Closing, the Company agrees to invoice Tenants for those expense items and if any such amount are collected by the Company, remit to Contributor, within ten (10) Business Days after the Company’s receipt thereof, Contributor’s pro rata share of such expense items together with a written accounting of the Company’s invoices and receipts and its proration calculations. At the Closing, Contributor shall furnish to the Company a complete and correct schedule of all such costs and expenses for each Tenant for each Property. (j) Contributor shall pay (iin each case to the extent due and payable prior to Closing) one-half any unpaid and due and owing landlord work shown on Schedule 8.1(a)(viii)(D) and any unpaid and due and owing Lease expenses (including, but not limited to, brokerage commissions, tenant improvement costs or allowances, legal expenses, space planning and A and E costs for which Contributor or any Entity is responsible) owed to or for the fees and costs due Escrow Agent for its services, (ii) one-half benefit of Tenants of the cost of a standard Owner’s Policy, Properties with respect to Leases. (iiik) Any amounts payable by or to Contributor or the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of Entities under any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes Contracts assigned hereunder shall be prorated based upon between the current valuation and latest available tax rates parties as of the date Closing Date and appropriate credits given, with the Company attributed with the period of rent commencement under time from and after Closing. (l) Any closing costs not described in clauses (a) - (l) above shall be prorated and paid in accordance with customary proration practices in the Lease. Tenant jurisdiction where the Property is responsible located for all taxes as of the date of rent commencement under the Leasesuch items in a real estate conveyance transactions. All prorations shall be calculated through escrow as final and neither the obligation to prorate, nor the amount of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Leaseprorations, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreementsurvive Closing.

Closing Costs. Seller and Buyer agree to pay 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 XXX, Seller Sellers shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (iiv) one-half the of all documentary stamp taxes, real estate transfer fees and costs taxes, and other state and county taxes due Escrow Agent for its servicesin connection with the sale of the Ohio and Pennsylvania Properties, (iiiw) all documentary stamp taxes, real estate transfer fees and taxes, and other state and county taxes due in connection with the sale of the New York Properties and the Connecticut Properties, (x) one-half of all third party costs and expenses incurred in connection with obtaining the consents of the Existing Lenders to the Debt Assumptions, including, without limitation Existing Lenders' costs, expenses and charges, applications fees, processing fees, assumption fees, Existing Lenders' attorneys' fees, Existing Lenders' consultants' fees and Existing Lenders' title insurance fees including the cost of issuing the Lender's Policies (collectively, the "Assumption Costs"), (y) any costs of transferring Permits in connection with the transfer of the Premises, and (z) one-half of the escrow fees charged by the Title Company for acting as escrow agent. CSCP shall pay (a) one-half of all documentary stamp taxes, real estate transfer tax associated fees and taxes, and other state and county taxes due in connection with the sale of the Premises, if anyOhio and Pennsylvania Properties, (ivb) the cost of each Survey, (c) the cost of issuing the Owner's Policies, (d) one-half of the cost of a standard Owner’s PolicyAssumption Costs, and (ve) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-one half of the cost of a standard Owner’s Policy, (iii) escrow fees charged by the incremental cost, if any, Title Company for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all other costs to be paid by Buyer under this Agreement. Except acting 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer)agent. 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. Buyer shall deposit allocated in accordance with Escrow Agent sufficient cash to pay all of Buyer’s closing costslocal custom. Except as expressly provided in this Section 23(a)Agreement, Seller Sellers and Buyer CSCP shall each bear pay their own costs respective legal, consulting, and other professional fees and expenses incurred in regard to connection with this Agreement and the transaction contemplated hereby and their respective shares of prorations as herein provided. The provisions of this Article shall survive the Closing or a termination of this Agreement.

Closing Costs. Seller and Buyer agree to pay 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 XXX, Seller shall pay (i) the costs of releasing all any liens, judgments, and other encumbrances that are to be released per the terms of this Agreement and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer Grantor’s tax (state and local) associated with the sale of the PremisesProperty, if any, and (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policythe Survey, (iii) the incremental costGrantee’s tax (state and local) associated with the sale of the Property, if any, for extended coverage to the Owner’s Policy, (iv) the cost of a standard coverage owner’s policy of title insurance, (v) the cost for extended coverage to the owner’s policy of title insurance, (vi) the cost of all endorsements to the Ownersuch owner’s Policy policy of title insurance requested by Buyer, (vvii) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real Except to the extent paid directly by Tenant under the Lease, real estate taxes shall be prorated as of the XXX based upon the current valuation and latest most currently available final tax rates as xxxx on a cash basis for the calendar year in which the XXX occurs, regardless of the date of rent commencement under the Lease. Tenant is responsible year for all which such taxes as of the date of rent commencement under the Leaseare assessed. All other prorations shall be calculated through escrow as of XXX 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 and Seller shall be similarly prorated. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreement.

Closing Costs. Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit FAt Closing, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the County shall pay all costs of title insurance, examination, and certification; 50% of any transfer and recordation tax due in connection with the conveyance of the Property and the recordation of the Deed; recordation taxes due in connection with the recordation of any mortgage or deed of trust securing financing obtained by County in connection with the acquisition of the Property; one-half of the escrow fees and costs; any sales taxes due on the sale of personal property; the fees and expenses of County’s attorneys; survey costs; and all other costs incurred by County or required to be paid by County, (ii) Landlord shall pay 50% of any transfer and recordation tax due in connection with the conveyance of the Property and the recordation of the Deed; one-half of the escrow fees and costs; all costs related to releasing all liens, judgments, liens and other encumbrances that are not Permitted Encumbrances; prorated to Closing, all real estate taxes, utility bills and other prorated charges and fees customarily prorated and adjusted in comparable commercial real estate transactions; and all other costs and expenses incurred by Landlord or required to be released and of recording such releasespaid by Landlord, (ii) one-half including, but not limited to, attorneys’ fees incurred by Landlord in connection with the fees and costs due Escrow Agent for its servicestransaction contemplated by the Purchase Option, (iii) one-half Landlord and Tenant shall execute and deliver a closing statement that shall, among other items, set forth the Purchase Price, all credits against the Purchase Price, the amounts of all prorations and other adjustments to the transfer tax associated with the sale Purchase Price and all disbursements made at Closing on behalf of the PremisesLandlord and County, if any, and (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer County shall pay (i) one-half to Landlord the fees and costs due Escrow Agent Purchase Price, in cash by means of Fedwire. County shall receive no credit against the Purchase Price for its services, (ii) one-half any payments of Rent that may have been made by County. To the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all other costs to be paid by Buyer under this Agreement. Except as extent not otherwise provided for in this Agreementparagraph, Seller and Buyer will each be solely responsible for and bear all of their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the responsibility of either Party shall be apportioned at Closing in the Escrow Instructions or manner then customary for comparable commercial real estate transactions in this Agreement the County. In any case where sufficient information is not available at the Closing to make an accurate proration, Landlord and County shall be paid by Seller reasonably estimate the proration at the Closing and Buyer according to shall make a recalculation of the usual and customary allocation apportionment of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller as soon as the necessary information becomes available, at which time Landlord or County, as the case may be, promptly shall be deducted from Seller’s proceeds otherwise payable make an appropriate payment to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreementthe other based on such recalculation.

Closing Costs. Seller Closing costs shall be allocated and Buyer agree paid as follows: COST RESPONSIBLE PARTY ---- ----------------- Title Commitment required to pay closing costs as indicated in this Agreement be delivered pursuant to Section 5.1 Purchaser Premium for standard form Title Policy required to be delivered pursuant to Purchaser Section 5.2 Premium for any upgrade of Title Policy for extended or additional coverage Purchaser Purchaser and in any endorsements desired by Purchaser, any inspection fee charged by the escrow instructions attached hereto as Exhibit FTitle Company, tax certificates, municipal and utility lien certificates, and by this reference incorporated herein (the “Escrow Instructions”). At XXXany other Title Company charges Costs of Survey and/or any revisions, Seller shall pay (i) the costs of releasing all liensmodifications or recertifications thereto Purchaser Costs for UCC Searches Purchaser Any loan assumption and/or prepayment Purchaser, judgmentssubject to a maximum penalties, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half required cost of 1.25% of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage aggregate pursuant to the Owner’s Policy, (iv) the cost applicable loan principal amount of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates documents Existing Loans as of the date of rent commencement under Closing, with Seller paying any applicable costs in excess of such amount; provided, however, if Purchaser elects not to assume the Lease. Tenant is Existing Loans payable to Aegon Life Insurance Company or Nationwide Life Insurance Company totaling approximately $118,183,000.00, Purchaser shall be fully responsible for all the excess of any prepayment penalties, charges or yield maintenance amounts relating to those loans over the loan assumption fees and costs that would have been payable if Purchaser had assumed those loans, notwithstanding that maximum cost cap. Any deed taxes, documentary stamps, Purchaser transfer taxes, intangible taxes, mortgage taxes as of or other similar taxes, fees or assessments Any escrow fee charged by Escrow Purchaser Agent for holding the date of rent commencement under Earnxxx Xxxey or conducting the Lease. Closing All prorations other closing costs, expenses, Purchaser charges and fees Each party shall be calculated responsible Seller/Purchaser for all costs and expenses incurred by or on behalf of such party Cost of obtaining AIP Shareholder Seller Approval Cost of Seller's Asset Manager's Seller Fees through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreement.Closing

Closing Costs. Seller and Buyer agree to pay closing costs as indicated in this Agreement and in (a) At the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the “Escrow Instructions”). At XXXClosing, Seller shall pay be responsible for payment of the following: (i) all documentary stamp, transfer, surtax, excise taxes, or other levies or charges of any kind and nature, payable upon the costs transfer of releasing all liens, judgments, and other encumbrances that are to be released and the Property and/or recordation of recording such releases, the Deed; (ii) one-half the cost of the Title Company’s charges and recording fees and costs due Escrow Agent for its services, recording satisfactions of mortgages; (iii) one-half the cost of the transfer tax associated with the sale of the Premises, if any, Owner Policy; (iv) one-half of the cost of a standard OwnerTitle Company’s Policy, escrow charges; and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the its own legal fees and costs due Escrow Agent for its services, (ii) one-half all of the cost foregoing, collectively the “Seller’s Closing Costs”). (b) At the Closing, Purchaser shall receive from Seller a credit against the Purchase Price in the amount equal to all costs and out-of-pocket expenses incurred by Purchaser in initiating, processing and closing the transaction contemplated by this Agreement and the Facility Lease, including without limitation, costs of a standard Owner’s Policydue diligence inspections, (iii) the incremental costenvironmental phase one assessments, if anyproperty condition reports, for extended coverage to the Owner’s Policyattorneys’ fees and legal costs, (iv) the cost of all premium costs associated with any endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half or an extended ALTA Owner Policy or its equivalent which Purchaser elects to obtain and costs of the transfer tax associated with the sale Updated Survey (all of the Premisesforegoing, if any, (vii) collectively the cost of “Purchaser’s Closing Costs”). Notwithstanding the Survey and (viii) all other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreementforegoing, Seller and Buyer will each shall not be solely responsible for any costs and bear all out-of-pocket expenses (except for attorneys’ fees and costs, which shall not exceed $100,000) that Purchaser did not obtain Seller’s prior written consent to the same, which shall not be unreasonably withheld. Seller shall provide its approval to any proposed cost or out-of-pocket expenses within two (2) Business Days of their own respective expensesreceipt of a written request from Purchaser. In the event Seller does not provide such consent within two (2) Business Days, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes same shall be prorated based deemed approved by Seller. Further, upon receipt of Seller’s written request, Purchaser shall promptly provide a detailed budget of such Purchaser’s Closing Costs. In the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX based upon the latest available information, including, without limitation, a credit to Buyer event Closing does not occur 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 reason other credits to Buyer shall be similarly prorated. If XXX is on or after the 20th day of the calendar month in which XXX occursthan a Seller default, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment reimburse Purchaser for the Initial Rent to Buyer). 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 usual and customary allocation any of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable and expenses pursuant to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a6.02(b), Seller and Buyer shall each bear their own costs in regard to this Agreement.

Closing Costs. (a) All base title premium, including the cost of extended coverage, for the Title Policy (with coverage up to the amount of the Purchase Price) with so-called “Gap” endorsement, and any endorsement required to clear any existing title encumbrance shall be shared equally by Seller and Buyer agree Purchaser. The cost of any other title endorsements (but not including any endorsement required to pay closing costs as indicated in this Agreement clear any existing title encumbrance) and in the recording fees (other than to clear any Required Curable Objections and Title Objections that Seller elects or is required to Remove) shall be paid by Purchaser at Closing. Any escrow instructions attached hereto as Exhibit Ffees shall be split equally between Seller and Purchaser. Purchaser shall bear and pay, and by this reference incorporated herein (the “Escrow Instructions”). At XXXshall reimburse Seller for, Seller shall pay (i) the costs of releasing all liensany sales, judgmentsvalue added, use, transfer, ad valorem, privilege, gross receipts, registration, conveyance, excise, license, goods and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated stamp or similar taxes that arise out of, in connection with or are attributable to the sale of the Premises, if any, (iv) one-half Property to Purchaser or any of the cost of a standard Owner’s Policytransactions contemplated herein (collectively, and (v) all other costs “Transfer Taxes”). Purchaser shall, at its own expense, file any necessary tax returns relating to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (vii) the cost of the Survey and (viii) all 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, expenses of legal counsel, accountants, Transfer Taxes and other advisors incurred at documentation with respect to any time Transfer Taxes. Seller shall provide Purchaser with such cooperation as Purchaser may reasonably request in connection with pursuing or consummating the transaction contemplated hereinpreparation, execution and filing of such tax returns. Real estate taxes In addition, Seller shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for payment of all taxes as fees of the date of rent commencement under the Lease. All prorations Seller’s financial advisors, attorneys, accountants and other consultants, and Purchaser shall be calculated through escrow as responsible for payment of XXX based upon all fees of Purchaser’s financial advisors, attorneys, accountants and other consultants and all other fees, costs and expenses incurred in connection with Purchaser’s due diligence. (b) All other costs and expenses incident to the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with Transaction 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or in this Agreement thereof shall be paid by the party incurring the same. If any cost for which Seller and Buyer according (on the one hand) or Purchaser (on the other hand) is responsible pursuant to the usual and customary allocation foregoing provisions of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a)5.4.6 shall have been paid by the other prior to the Closing, Seller then the other shall receive a credit in the amount of such payment on the Closing Statement. The terms and Buyer provisions of this Section 5.4.6 shall each bear their own costs in regard to survive the Closing and any earlier termination of this Agreement.

Closing Costs. Seller Subject to the terms of Section 16.5 hereof, NHP for itself and Buyer agree to pay closing costs as indicated in this Agreement on behalf of the Operating Partnership and in each New Property Owning Entity, on the escrow instructions attached hereto as Exhibit Fone hand, and by this reference incorporated herein PMB LLC, each Transferor and each Investment Entity for itself, on the other hand, shall pay or cause to be paid its own costs and expenses arising in connection with each Closing to which it is a party (including, without limitation, its own attorneys’ and advisors’ fees, charges and disbursements), except the following costs (the “Escrow InstructionsClosing Costs”). At XXX, Seller which shall pay be allocated at each Closing as follows: (ia) the costs of releasing any and all liensdocumentary transfer, judgmentsstamp, filing, recording, conveyance, intangible, sales and other encumbrances that are taxes related to the transfer of such Property (“Reimbursable Transfer Taxes”), which shall be released and paid by the Operating Partnership; (b) all of recording such releases, (ii) one-half the Escrow Agent’s escrow fees and costs due for such Property (fifty percent (50%) of which being referred to hereinafter as “Reimbursable Escrow Agent for its servicesFees”), (iii) one-half of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to which shall be paid by Seller under this Agreement. At XXX, Buyer shall pay the Operating Partnership; (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (viic) the cost of the Survey Surveys, appraisals, environmental, physical and (viii) all financial audits and the costs of any other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreementexaminations, Seller and Buyer will each be solely responsible for and bear all inspections or audits of their own respective expensessuch Property, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 the Operating Partnership; (d) the cost of the Title Policy for such Property (the portion of such cost attributable to “standard” (CLTA) coverage being referred to hereinafter as “Reimbursable Title Insurance Costs”) together with all endorsements thereto, which shall be paid by the Operating Partnership; (e) all recording fees with respect to such Property (fifty percent (50%) of which being referred to hereinafter as “Reimbursable Recording Fees” and, with respect to each Property, together with the Reimbursable Transfer Taxes, Reimbursable Escrow Fees and Buyer according Reimbursable Title Insurance Costs, the “Reimbursable Closing Costs”), which shall be paid by the Operating Partnership; (f) any and all amounts or penalties due and payable in connection with the discharge and satisfaction of any Non-Permitted Transferor Liens in accordance with Section 4.2.2 hereof (other than the Loan Obligations or the Permitted Exceptions) with respect to such Property in accordance with the terms hereof, which shall be paid by Transferors; (g) 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 Loan Obligation with respect to such Property, which shall be paid by the Operating Partnership (subject to the usual terms of Section 6.5 hereof with respect to any Transferor Loan Payoff Costs); and (h) any costs associated with any new financing, including any application and customary allocation commitment fees or the costs of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller such new lender’s other requirements with respect to such Property, which shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreementpaid by the Operating Partnership.

Closing Costs. Seller At the Closing, HSRE-ESP shall pay all recording costs and Buyer agree all escrow costs. Furthermore, at Closing, the following costs shall be paid by HSRE-ESP and/or reimbursed to pay closing Extra Space or HSRE by HSRE-ESP, as applicable: (i) all actual out of pocket costs as indicated incurred or paid to unaffiliated third parties by HSRE in connection with its due diligence investigation of the Property, the ESP Interests, the Texas Interests and Extra Space, including, but not limited to, the costs of the Surveys; (ii) all fees, costs, expenses, and other charges charged by Lender and/or any servicer of the Existing Indebtedness or incurred in the satisfaction of any condition or requirement imposed by Lender or such servicer with respect to Lender’s consenting to the transaction which is the subject of this Agreement; (iii) all attorney’s fees and costs incurred by either Extra Space or HSRE in connection with the negotiation and documentation of the transaction which is the subject of this Agreement and in the escrow instructions attached hereto as Exhibit F, and by performance of due diligence for the benefit of HSRE pursuant to this reference incorporated herein Agreement (hereinafter collectively the “Escrow InstructionsReimbursable Costs”); provided, however, that in no event shall the aggregate amount of Reimbursable Costs paid to or for the benefit of HSRE pursuant to this Section 4.3.4 exceed the aggregate amount of Reimbursable Costs paid to or for the benefit of Extra Space pursuant to this Section 4.3.4 regardless of whether the aggregate amount of Reimbursable Costs paid or incurred by HSRE exceeds the aggregate amount of Reimbursable Costs paid or incurred by Extra Space. At XXXClosing, Seller the following costs shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of the Premises, if any, (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay Extra Space and/or HSRE-ESP in accordance with local practice and custom in the area applicable to each Property: (i) one-half the fees and costs due Escrow Agent for its services, (ii) one-half of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the transfer tax associated with the sale of the Premises, if any, (viiA) the cost of the Survey base title policy, endorsements, reinsurance or coinsurance, (B) transfer, documentary and (viii) all other similar taxes related to the purchase of the ESP Interests, if any; provided, however, that in the absence of local practice and custom relating to the payment of such costs, such costs to shall be paid by Buyer under this AgreementHSRE-ESP. Except as otherwise provided for Notwithstanding anything to the contrary in this AgreementSection 4.3.4, Seller and Buyer will each be solely responsible for and bear all of their own respective expensesif the Closing does not occur, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX based upon the latest available information, including, without limitation, a credit no party 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). 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 usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard responsible for reimbursing any other party to this AgreementAgreement for fees, expenses costs incurred by or for the benefit of such party except as expressly provided otherwise in Section 13.1.2 below.

Closing Costs. Seller Closing costs shall be allocated and Buyer agree paid as follows: As to pay closing costs as indicated in this Agreement the University Boulevard Property: Title Commitment required to be delivered pursuant to Section 5.1. Purchaser Premium for Title Policy required to be delivered pursuant to Section 5.4. Purchaser Premium for any upgrade of Title Policy for any additional coverage and in any endorsements desired by Purchaser, any inspection fee charged by the escrow instructions attached hereto as Exhibit FTitle Company, tax certificates, municipal and utility lien certificates, and any other customary Title Company charges Purchaser Costs of Survey and/or any revisions, modifications or recertifications thereto Purchaser Costs for UCC searches Purchaser Recording fees for the Deed at Closing and any mortgage taxes Purchaser Recording fees related to modifications or releases of existing title encumbrances University Boulevard Seller Any deed taxes, documentary stamps, transfer taxes, intangible taxes or other similar taxes, fees or assessments imposed upon the transfer of the Property (excluding recording fees) University Boulevard Seller Any escrow fee charged by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its servicesholding the Xxxxxxx Money or conducting the Closing Purchaser: ½ University Boulevard Seller: ½ Real Estate Sales Commission to Broker University Boulevard Seller All other customary closing costs The party incurring the same As to the Xxxxxx Xxxx Property: Title Commitment required to be delivered pursuant to Section 5.1. Purchaser Premium for Title Policy required to be delivered pursuant to Section 5.4. Purchaser Premium for any upgrade of Title Policy for any additional coverage and any endorsements desired by Purchaser, (iii) one-half any inspection fee charged by the Title Company, tax certificates, municipal and utility lien certificates, and any other customary Title Company charges Purchaser Costs of Survey and/or any revisions, modifications or recertifications thereto Purchaser Costs for UCC searches Purchaser Recording fees for the Deed at Closing and any mortgage taxes Purchaser Recording fees related to modifications or releases of existing title encumbrances Xxxxxx Xxxx Seller Any deed taxes, documentary stamps, transfer taxes, intangible taxes or other similar taxes, fees or assessments imposed upon the transfer of the transfer tax associated with the sale of the Premises, if any, Property (ivexcluding recording fees) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid Xxxxxx Xxxx Seller Any escrow fee charged by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its servicesholding the Xxxxxxx Money or conducting the Closing Purchaser: ½ Xxxxxx Xxxx Seller: ½ Real Estate Sales Commission to Broker Xxxxxx Xxxx Seller All other customary closing costs The party incurring the same As to the Hydraulic Road Property: Title Commitment required to be delivered pursuant to Section 5.1. Purchaser Premium for Title Policy required to be delivered pursuant to Section 5.4. Purchaser Premium for any upgrade of Title Policy for any additional coverage and any endorsements desired by Purchaser, (ii) one-half any inspection fee charged by the Title Company, tax certificates, municipal and utility lien certificates, and any other customary Title Company charges Purchaser Costs of Survey and/or any revisions, modifications or recertifications thereto Purchaser Costs for UCC searches Purchaser Recording fees for the Deed at Closing and any mortgage taxes Purchaser Recording fees related to modifications or releases of existing title encumbrances Hydraulic Road Seller Any deed taxes, documentary stamps, transfer taxes, intangible taxes or other similar taxes, fees or assessments imposed upon the transfer of the cost of a standard Owner’s Policy, Property (iiiexcluding recording fees) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, (v) the cost of any lender’s policy of title insurance, (vi) one-half of the Purchaser pay State transfer tax associated with the sale of the Premises, if any, (viiVa. Code Xxx. §58.1-801) the cost of the Survey and Local transfer tax (viiiVa. Code Xxx. § 58.1-814) all other costs to be paid by Buyer under this Agreementand Hydraulic Road Seller pays Grantor taxes and fees (Va. Code Xxx. 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, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates as of the date of rent commencement under the Lease. Tenant is responsible for all taxes as of the date of rent commencement under the Lease. All prorations shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer§ 58.1-802). Any escrow fee charged by Escrow Agent for holding the Xxxxxxx Money or conducting the Closing Purchaser: ½ Hydraulic Road Seller: ½ Real Estate Sales Commission to Broker Hydraulic Road Seller All other customary closing costs not specifically designated as The party incurring the responsibility of either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreement.same

Closing Costs. The Closing Costs shall be allocated and other closing adjustments and prorations made between Seller and Buyer agree to pay closing costs Purchaser as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein follows: (the “Escrow Instructions”). At XXX, a) The Seller shall pay be charged with the following items: (i) the costs cost of releasing all liensthe owner’s policies of title insurance for the Properties (ALTA Form, judgmentsincluding any additional premiums to delete the “standard” exceptions for parties in possession, matters of survey and construction lien claims, and other encumbrances that to issue such Endorsements as Purchaser may request provided the same are to be released permitted by law and of recording such releases, are customary in similar commercial transactions) customarily paid by a grantor in applicable jurisdictions; (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of the Premisesthose Transfer Taxes customarily paid by a grantor, if any, imposed in connection with the transfers contemplated hereby (specifically, the grantor’s tax in Virginia); (iii) costs of removing any lien, assessment or encumbrance required to be discharged hereunder in order to convey title to the Properties as herein provided; (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the legal fees and costs due Escrow Agent for its services, (ii) one-half expenses of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, Seller; (v) the cost of any lenderthe architect’s policy of title insurance, and engineer’s certificates required hereunder; and (vi) one-half of the transfer tax associated with the sale of the Premisesfee, if any, required by the manufacturer for the transfer by Seller to Buyer of the manufacturer’s roof membrane warranty for each building. (viib) The Purchaser shall be charged with the following items in addition to the Purchase Price payable to Seller at Closing: (i) the cost of the Survey owner’s policies of title insurance for the Properties (ALTA Form, including any additional premiums to delete the “standard” exceptions for parties in possession, matters of survey and (viiiconstruction lien claims, and to issue such Endorsements as Purchaser may request provided the same are permitted by law and are customary in similar commercial transactions) all other costs to be customarily paid by Buyer under this Agreement. Except as otherwise provided for a grantee in this Agreementapplicable jurisdictions; (ii) Transfer Taxes customarily paid by a grantee, Seller and Buyer will each be solely responsible for and bear all of their own respective expenses, imposed in connection with the transfer contemplated hereby (including, without limitation, the grantee’s tax in Virginia), together with any and all recordation taxes or charges imposed on any mortgage or deed of trust, all other Clerk’s fees and similar changes; (iii) fees and expenses of legal Purchaser’s and Tenant’s counsel; (iv) Purchaser’s third-party inspection, accountantsappraisal, review and other acquisition costs. (v) all costs of any financings, including loan fees, lender’s counsel’s fees, escrows, or similar costs. Taxes, assessments, utility charges and other charges for 2003 shall be prorated as of Closing, and Seller shall be responsible for such matters relating to the period prior to Closing, and Tenant shall be responsible for such matters from and after Closing. Certified, confirmed and ratified special assessments liens as of the Closing Date are to be paid by Seller. Seller shall also pay and be responsible for any taxes or assessments incurred prior to 2003 including but not limited to past due taxes or “rollback” taxes or retroactively assessed taxes which arise out of or relate to any prior use of the Property or any improper or inadequate assessment of the Property for the period prior to the Closing, which obligation shall expressly survive the Closing. (c) As used herein, the term “Transfer Taxes” shall mean any transfer, sales, use, recordation or other advisors similar taxes, impositions, expenses or fees incurred at any time in connection with pursuing the Closing or consummating instruments in connection therewith for the transaction contemplated hereinsale, transfer or conveyance of the Properties from Seller to Purchaser or the lease of any Property from Purchaser to Tenant. Real estate taxes Transfer Taxes shall not include, and each Seller shall be prorated based upon 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 current valuation operation of its Property for any period of time prior to the Closing, and latest available tax rates Purchaser or Tenant, as of the date of rent commencement under the Lease. Tenant is applicable, shall be solely responsible for all such taxes for any period from and after the Closing, and provided further that any income tax arising as a result of the date sale and transfer of rent commencement under the Lease. All prorations any Property by Seller to Purchaser shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the sole responsibility of either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreement.

Closing Costs. The Closing Costs shall be allocated and other closing adjustments and prorations made between Seller and Buyer agree to pay closing costs Purchaser as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein follows: (the “Escrow Instructions”). At XXX, a) The Seller shall pay be charged with the following items: (i) the costs cost of releasing all liensthe owner’s policies of title insurance for the Properties (ALTA Form, judgmentsincluding any additional premiums to delete the "standard" exceptions for parties in possession, matters of survey and construction lien claims, and other encumbrances that to issue such Endorsements as Purchaser may request provided the same are to be released permitted by law and of recording such releases, are customary in similar commercial transactions) customarily paid by a grantor in applicable jurisdictions; (ii) one-half the fees and costs due Escrow Agent for its services, (iii) one-half of the transfer tax associated with the sale of the Premisesthose Transfer Taxes customarily paid by a grantor, if any, imposed in connection with the transfers contemplated hereby (specifically, the grantor’s tax in Virginia); (iii) costs of removing any lien, assessment or encumbrance required to be discharged hereunder in order to convey title to the Properties as herein provided; (iv) one-half of the cost of a standard Owner’s Policy, and (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the legal fees and costs due Escrow Agent for its services, (ii) one-half expenses of the cost of a standard Owner’s Policy, (iii) the incremental cost, if any, for extended coverage to the Owner’s Policy, (iv) the cost of all endorsements to the Owner’s Policy requested by Buyer, Seller; (v) the cost of any lenderthe architect’s policy of title insurance, and engineer’s certificates required hereunder; and (vi) one-half of the transfer tax associated with the sale of the Premisesfee, if any, required by the manufacturer for the transfer by Seller to Buyer of the manufacturer’s roof membrane warranty for each building. (viib) The Purchaser shall be charged with the following items in addition to the Purchase Price payable to Seller at Closing: (i) the cost of the Survey owner’s policies of title insurance for the Properties (ALTA Form, including any additional premiums to delete the "standard" exceptions for parties in possession, matters of survey and (viiiconstruction lien claims, and to issue such Endorsements as Purchaser may request provided the same are permitted by law and are customary in similar commercial transactions) all other costs to be customarily paid by Buyer under this Agreement. Except as otherwise provided for a grantee in this Agreementapplicable jurisdictions; (ii) Transfer Taxes customarily paid by a grantee, Seller and Buyer will each be solely responsible for and bear all of their own respective expenses, imposed in connection with the transfer contemplated hereby (including, without limitation, the grantee’s tax in Virginia), together with any and all recordation taxes or charges imposed on any mortgage or deed of trust, all other Clerk’s fees and similar changes; (iii) fees and expenses of legal Purchaser’s and Tenant’s counsel; (iv) Purchaser’s third-party inspection, accountantsappraisal, review and other acquisition costs. (v) all costs of any financings, including loan fees, lender’s counsel’s fees, escrows, or similar costs. Taxes, assessments, utility charges and other charges for 2003 shall be prorated as of Closing, and Seller shall be responsible for such matters relating to the period prior to Closing, and Tenant shall be responsible for such matters from and after Closing. Certified, confirmed and ratified special assessments liens as of the Closing Date are to be paid by Seller. Seller shall also pay and be responsible for any taxes or assessments incurred prior to 2003 including but not limited to past due taxes or "rollback" taxes or retroactively assessed taxes which arise out of or relate to any prior use of the Property or any improper or inadequate assessment of the Property for the period prior to the Closing, which obligation shall expressly survive the Closing. (c) As used herein, the term "Transfer Taxes" shall mean any transfer, sales, use, recordation or other advisors similar taxes, impositions, expenses or fees incurred at any time in connection with pursuing the Closing or consummating instruments in connection therewith for the transaction contemplated hereinsale, transfer or conveyance of the Properties from Seller to Purchaser or the lease of any Property from Purchaser to Tenant. Real estate taxes Transfer Taxes shall not include, and each Seller shall be prorated based upon 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 current valuation operation of its Property for any period of time prior to the Closing, and latest available tax rates Purchaser or Tenant, as of the date of rent commencement under the Lease. Tenant is applicable, shall be solely responsible for all such taxes for any period from and after the Closing, and provided further that any income tax arising as a result of the date sale and transfer of rent commencement under the Lease. All prorations any Property by Seller to Purchaser shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the sole responsibility of either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. 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 Buyer shall each bear their own costs in regard to this Agreement.