Common use of Closing Costs Clause in Contracts

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

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

Closing Costs. With respect Whether or not the transaction contemplated hereby closes, Acquiror agrees to each Propertypay certain costs incurred by Contributor and Acquiror in preparation for Closing: (a) Purchaser The Acquiror shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes for all transactional costs associated with the assumption this transaction, of the Assumed Loans; (iv) any kind or nature, including all filing fees, recording fees, survey costs, title insurance fees, inspection fees, environmental review fees, transfer taxes, sales taxes, use mortgage taxes, or similar charges; (v) any premiums or escrow fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary and closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Feescosts. (b) Each Seller shall Acquiror will pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing all costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due associated with obtaining an audit report on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller financial statements of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Contributor. (c) The parties shall Acquiror will pay the transferContributor's costs for reasonable legal, salesaccounting, useand tax advice incurred after June 24, gross receipts or similar taxes charged 1996, in connection with this transaction and for pre-approved due diligence and inspection costs incurred by Contributor in inspecting the transfer books, records, and properties of each Property according Innkeepers and JF Hotel, Inc. (which approval will not be unreasonably withheld), up to $160,000 for the aggregate of all of such costs for the transactions contemplated by this Agreement and the Other Contribution Agreements. If Acquiror elects to terminate this Agreement as permitted by Section 2.3 or Section 9.5, Acquiror's obligation as to the custom foregoing costs in this Section 6.4(c) shall terminate as to costs incurred after the effective date of such termination. If Contributor willfully or intentionally breaches or defaults in its obligations under this Agreement at any time prior to Closing, Acquiror shall not be obligated to pay any of said costs and the Deposit shall be returned immediately to Acquiror. If Contributor otherwise breaches or defaults in its obligations under this Agreement, Acquiror will pay 50% of the state or commonwealth costs described in which such Property is located. In light this subsection and incurred by Contributor prior to the date of the foregoing, the parties agree that termination up to $80,000. (ad) Seller Acquiror shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located all capital expenditures in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.amounts set forth on Exhibit F.

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

Closing Costs. With respect to each Property: (a) Purchaser shall Contributor and Company agree to pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser as indicated in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller Agreement. At Closing, Contributor shall pay (i) the base premium for costs of releasing all judgments and Encumbrances that are required to be released by Contributor and of recording such releases other than the applicable Title Policy Existing Loans and Credit Facility, and (ii) all other costs to be paid by Contributor under this Agreement. At Closing, Company shall pay (i) the extent required cost of any survey requested by Section 4.1; Company, (ii) the cost of recording premium for any instruments required to discharge owner’s policy for Company and for any liens title endorsements or encumbrances against such Seller’s Property; affirmative coverage requested by Company, (iii) one-half (1/2) of the customary closing costs of fees charged by any Existing Lenders for consents or loan assumptions in connection with the Escrow Agent; Existing Loans and Credit Facility, and (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser Company under this Agreement. (b) Except as otherwise provided for in Section 6.5.10(a)this Agreement, Contributor and Company will each be solely responsible for and bear all of their own respective expenses, including without limitation all expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. (c) The parties Any other closing costs not specifically designated as the responsibility of either party in this Agreement shall be paid by Contributor and Company according to the usual and customary allocation of the same for similar transactions in the applicable jurisdiction in which a Property is located, including without limitation any state, county or local documentary, franchise or transfer taxes. Company and Contributor agree that, given the de minimis amount of Personal Property included within the Properties, no portion of the Contribution Consideration is allocable or attributable to such Personal Property. Notwithstanding the foregoing, at Closing, Contributor agrees to pay the transfer, sales, use, gross receipts or similar taxes charged Company’s actual out of pocket (i) closing costs in connection with the transfer this transaction, and (ii) expenses of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoinglegal counsel, the parties agree that (a) Seller shall pay any transferaccountants, sales, use, gross receipts or similar taxes charged and other advisors incurred in connection with negotiating and completing the transfer transaction, up to a maximum commitment of those Properties located Seven Hundred Fifty Thousand and NO/100 Dollars ($750,000.00) in exchange for Company issuing to Contributor at Closing OP Units, in addition to the States Contribution Consideration, at an agreed upon value of Georgia, Ohio, South Carolina and $1.331 per OP Unit based upon the Commonwealth dollar amount of Virginia, costs for items (i) and (bii) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer paid by Contributor on behalf of those Properties located in ColoradoCompany.

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

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

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

Closing Costs. With respect to each Property: (a) Purchaser Seller and Existing Operator shall pay be responsible for payment of the following Transactions costs: (i) subject fees of Seller’s and Existing Operator’s attorneys, accountants and other consultants (ii) one-half of the fees and expenses for the Escrow Agent; (iii) all state, city, county and municipal recording fees and all related charges and costs in connection with recording of the deeds delivered pursuant to Section 5.4(c5.2.1; (iv) real estate transfer taxes, deed taxes, stamp taxes or similar taxes imposed with respect to the Transactions, and any sales taxes imposed upon the portion of the Purchase Price allocated to transferred personal property included in the Property; (v) the cost of Third-Party reports prepared by or for Seller or Existing Operator prior to the date of this Agreement; (vi) all fees (including defeasance fees), any assumption fees charges and expenses imposed or assessed in connection with the payoff or prepayment of all loans secured by a mortgage or deed of trust encumbering the Property; and (vii) all costs and expenses incurred by Seller and Existing Operator in connection with its assumption cooperation with Purchaser or Purchaser’s affiliate relating to Purchaser’s or its affiliates applications for, and the issuance of, any and all Operating Licenses. In addition to the foregoing, Seller and Existing Operator shall pay all fees, charges and related costs in connection with the assignment of any Assigned Contract to Purchaser, the removal of any Facility from any National Contract, or the termination of any utility service for a Facility. Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor Existing Operator shall have any obligation to assign to Purchaser any Property Contract if Seller or Existing Operator (as applicable) and Purchaser have been unable to obtain any consent to such assignment required by the terms of such Property Contract and, in such case of the Assumed Loansfailure to obtain any such required consent to assign any Property Contract, the parties shall consummate the Transactions by excluding such Property Contract from the Assigned Contracts without any reduction in the Purchase Price. (b) Purchaser shall be responsible for payment of the following Transactions costs (and shall reimburse Seller, at Closing, to the extent such costs are paid by Seller prior to Closing): (i) all fees of Purchaser’s attorneys, accountants and other consultants; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); all fees, costs and expenses in connection with Purchaser’s due diligence, (iii) all costs for any taxes associated with Third-Party Reports prepared at Purchaser’s request for purposes of this transaction (excluding the assumption cost of Third-Party Reports prepared by or for Seller or Existing Operator prior to the Assumed Loansdate of this Agreement); (iv) premiums for each Title Policy and all endorsements to any sales taxes, use taxes, or similar chargessuch policy; (v) all state, city, county and municipal recording fees and all related charges and costs in connection with recording of any premiums mortgage against any of the Facilities; (vi) mortgage taxes, intangibles taxes or fees required to be paid similar taxes imposed on mortgages given by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1Transactions; (vivii) one-half (1/2) of the customary closing costs of fees and expenses for the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium fees and expenses for the applicable Title Policy to investment of the extent required by Section 4.1Deposit; (iiix) except as provided in Section 5.5.8(a), all costs and expenses in connection with, or relating to, any Purchaser’s applications for, and the cost of recording issuance of, any instruments required to discharge any liens or encumbrances against such Seller’s Property; and all Operating Licenses (iii) one-half (1/2) including the preparation of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Propertysame); and (vix) any other closing costs and all costs, expenses and fees incurred in connection with, or charges customarily borne relating to, the preparation of any statements, reports or filings with or required by the Securities and Exchange Commission as a seller result of commercial real estate in the state in which Transactions (or the applicable Property is located which are not expressly provided to be paid by status of Purchaser in Section 6.5.10(aor any of its Affiliates as a public company). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

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

Closing Costs. With respect In connection with the Closing, Buyer shall bear the costs, fees and expenses required to each Property: be incurred in connection with, or arising as a result of, (a) Purchaser shall pay any lender’s policies with respect to the Acquired Properties or (ib) subject any survey costs, environmental report costs or any other costs related to Section 5.4(c)Buyer’s diligence of or access to the Acquired Properties. All transfer, stamp, excise and similar Taxes and all documentary and recording fees and charges incident to the sale of the Acquired Properties (including any assumption fees such Taxes determined to be payable after the Closing in connection with its assumption 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, any fees or costs related to title policy endorsements or extended coverages shall be borne by the Buyer. The costs, fees and expenses required to be incurred in connection with the engagement of the Assumed Loans; Escrow Agent shall be borne equally by the Seller, on one hand, and the Buyer, on the other. All other costs incurred at the Closing shall be borne in accordance with local custom. Notwithstanding anything to the contrary herein, Buyer shall bear the cost of any prepayment, breakage or exit fees or penalties incurred by Seller to prepay the Existing Loans pursuant to the express terms and conditions of the documents evidencing such Existing Loans (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including such amounts, the Seller Loans“Prepayment Costs”); (iii) any taxes associated with the assumption provided, however, that Seller shall provide to Buyer such evidence of the Assumed LoansPrepayment Costs as Buyer may reasonably request, including but not limited to Lender-prepared payoff letters; (iv) any sales taxesand provided, use taxesfurther, or similar charges; (v) any premiums or fees required however, that in no event shall the Prepayment Costs to be paid by Purchaser with respect Buyer pursuant to this Section 3.9 exceed such amount as calculated pursuant to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) methodology set forth on Schedule 3.2(b). The Closing Cash Consideration shall be increased by the amount of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity FeesPrepayment Costs. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect to each Property: (a) Purchaser The General Partner and the Operating Partnership shall pay (i) subject to Section 5.4(c)join on the Closing Date in completing, any assumption fees executing, delivering and verifying the returns, affidavits and other documents required in connection with its assumption the documentary stamps in accordance with Article 31 of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained Tax Law, the New York City Real Property Transfer Tax imposed by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption Title Chapter 46 of Title II of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) Administrative Code of the customary closing costs City of New York and any other tax payable by reason of the Escrow Agent; contribution of the Contributed Interests (vii) collectively, the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees"Conveyance Taxes"). (b) Each Seller The Contributors shall be solely responsible to pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums Conveyance Taxes due on the Assumed Loans through conveyance of the date immediately preceding Contributed Interests including, but not limited to, any Conveyance Taxes imposed due to the Contributor's failure to satisfy any holding period or continuity requirements for qualifying for a reduced rate of Conveyance Taxes, including the holding period requirements with respect to certain transfers to a REIT imposed in connection with the New York Real Estate Transfer Tax imposed by Article 31 of the Tax Law and the New York City Real Property Transfer Tax imposed by Chapter 46 of Title 11 of the Administrative Code of the City of New York. The Contributors shall pay to the General Partner at the Closing, and the General Partner, as agent for the Contributors, shall pay at the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted appropriate tax collecting agency or official the amount of all Conveyance Taxes payable by reason of the Contributors' agreement to a Payoff Property); and pay the Conveyance Taxes (vi) any other closing costs or charges customarily borne by a seller assuming satisfaction of commercial real estate the requirements set forth in the state in which preceding sentence). The Contributors shall indemnify, defend and hold harmless the applicable Property is located which are not expressly provided Operating Partnership, the Partnership and Associates from and against all claims, liabilities, costs and expenses (including reasonable attorney's fees), incurred by the Operating Partnership or the Partnership by reason of the failure of the Contributors to pay any Conveyance Taxes assessed or alleged to be paid by Purchaser in Section 6.5.10(a)due at any time with respect to the transfer of the Interests to Operating Partnership, including, without limitation, all interest and penalties thereon. (c) The parties Operating Partnership shall also pay or provide for the transfer, sales, use, gross receipts or similar taxes charged in connection payment of all other costs associated with the transfer closing of each Property according the contributions of the Contributed Interests pursuant to this Agreement, as described in and subject to the custom terms of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoMemorandum.

Closing Costs. With respect to each Property: Seller shall pay (a) the fees of any counsel representing it in connection with this transaction; (b) the cost of the Existing Survey provided by Seller (but not the cost of any update or revision thereto); (c) with regard to title, the cost of curing all title objections for which Seller is responsible under this Agreement; (d) the costs of recording all Monetary Lien cancellations; and (e) any and all transfer tax or other excise or franchise tax relating to the transfer of the Property. Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in connection with this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of fees for recording any instruments required to discharge any liens or encumbrances against such Seller’s Propertythe Deed; (iiii) one-half (1/2) of the customary closing costs of the Escrow Agenttitle premium on any owner's and lender's title policy and any special endorsements required by Purchaser's lender; (iv) all charges for services invoiced by the fees of any counsel or consultant representing such Seller Title Company (other than escrow fees, which shall be allocated in this transactionthe manner set forth below); (v) the cost of the Updated Survey, including updates or revisions necessary to comply with the requirements of Purchaser or its lender; (vi) all late fees, penalties costs and document recordation taxes and charges related to any financing obtained by Purchaser; (vii) all expenses and costs associated with any Inspections or subject the engagement of any Purchaser Parties to perform Inspections; (viii) all other applicable provisions fees and costs related to Purchaser's engagement of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)Construction Consultant; and (viix) any the compensation owed to the Broker as required by Section 8.1. Any escrow fee charged by the Title Company shall be shared evenly by Purchaser and Seller. All other costs and expenses incident to this transaction and the closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to thereof shall be paid by Purchaser in Section 6.5.10(a)the party incurring same. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

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

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

Closing Costs. With respect Seller shall pay all transfer taxes payable in connection with the transfer of the Premises to each Property: Purchaser and the consummation of the transactions contemplated hereby, and shall pay (aor cause to be paid) all transfer taxes payable in connection with the RDA Ground Lease, the Triple Net Lease or the Gross Lease (if any). The Purchaser shall pay (i) subject to Section 5.4(c), any assumption fees all charges payable in connection with its assumption the recording of the Assumed Loans; Deed (ii) any mortgage or similar other than transfer taxes), the Assignments and the other agreements and instruments to be recorded pursuant to this Agreement (other than transfer taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated payable in connection with the assumption of RDA Ground Lease, the Assumed Loans; Triple Net Lease or the Gross Lease (ivif any) any sales taxesand recording charges relating to the Triple Net Lease Memorandum, use taxes, or similar charges; (v) any premiums or fees required to which amounts shall be paid by Purchaser Seller), and any other fees or charges resulting from the recording of the Deed or the transactions contemplated by this Agreement; provided, however, that all recording charges and transfer taxes with respect to the applicable Title Policy pursuant to Section 4.1; Mortgage shall be shared equally by Seller and Purchaser, and (viii) one-half (1/2) all of Purchaser's due diligence and financing costs, including, without limitation, the customary closing costs of any new or updated third party reports related thereto, all survey costs and all title insurance costs and all costs of the Escrow Agent; (vii) Title Company. All other closing costs, if any, shall be paid by Seller and Purchaser as is customary for similar conveyances transactions in the fees State of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay New York, provided, however, that (i) the base premium Seller and Purchaser shall each be responsible for the applicable Title Policy to the extent required by Section 4.1; fees and expenses of their respective attorneys and consultants and (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transferall costs associated with removing exceptions to title, sales, use, gross receipts or similar taxes charged in connection with to the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiaextent such removal is required by, and (b) Purchaser subject to the terms and limitations of, the provisions of Section 5 hereof. The provisions of this Section 8 shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with survive the transfer of those Properties located in ColoradoClosing.

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

Closing Costs. With respect to each PropertyOn or before the Closing Date the Purchaser shall pay all of the following costs: (a) All of the fees, costs and expenses incurred by the Purchaser shall pay for its due diligence during the Inspection Period; (ib) subject The investment fee for the ▇▇▇▇▇▇▇ Money Deposit and one-half of all of the other escrow fees of the Title Company; (c) All applicable assumption, transfer, or similar charges and fees of the Trustee, the Issuer and the Bank (and their respective counsel) with respect to Section 5.4(c)the transfer of the Project and the delivery of the Letter of Credit, including without limitation all costs, fees and expenses of the Bank, the Trustee, the Issuer and their respective counsel and other advisors, if any, and all costs, fees and expenses required for the delivery of the opinions of counsel required by this Agreement and/or any assumption fees of the other parties to the Financing Documents in connection with its assumption such transactions; (d) The cost of recording the Deed and the Assumption Agreement and any other conveyance documents that the Purchaser may choose to record; (e) The fees and expenses of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including Trustee, the Seller Loans); (iii) any taxes associated with Issuer, the assumption of Bank, Bond Counsel, the Assumed Loans; (iv) any sales taxesTrustee's counsel and, use taxesthe Issuer's counsel, or similar charges; (v) any premiums or fees and all other costs and expenses required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according the Project to the custom Purchaser, and the issuance of the state Letter of Credit; (f) All transfer taxes, recordation taxes, deed stamps, document taxes, mortgage taxes, intangible taxes, and similar taxes or commonwealth in which such Property is located. In light charges with respect to the transaction; (g) The cost of recording all mortgages, deeds to secure debt, financing statements or similar documents representing or securing the obligations of the foregoingPurchaser or its designee to the Bank, together with the parties agree that (a) Seller shall pay premiums and any transfer, sales, use, gross receipts or similar taxes charged other title charges incurred by the Purchaser in connection with any mortgage title insurance charges; and (h) The cost of any endorsement to the transfer Title Policy. To the extent the above costs or any other related costs are not ascertainable as of those Properties located in the States Closing Date, the Purchaser agrees to pay such costs promptly upon receipt of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts ▇▇▇▇ or similar taxes charged in connection with the transfer of those Properties located in Coloradoinvoice.

Closing Costs. With respect to Except as is explicitly provided in this Agreement, each Property: (a) Purchaser Party shall pay (i) subject to Section 5.4(c)its own legal, advisory, consulting and accounting fees and expenses, including, without limitation, any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxesenvironmental, use taxesproperty 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 charges; (v) any premiums or fees required to be paid by Purchaser Taxes and surtaxes due with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) transfer of title, the customary closing costs of associated with the Escrow Agent; (vii) the fees releases of any counsel deeds of trust, mortgages and other financing encumbering the Acquired Interests or consultant representing Purchaser in this transaction; the Property and (viii) for any Special Purpose Entity Fees. (b) Each Seller shall pay (i) costs associated with any corrective instruments, costs associated with the base Survey, costs for title search and the title insurance premium for the applicable issuance of the Owner's Title Policy Policies, cost of the UCC Searches, and all endorsements to the Owner's Title Policies shall be shared equally between Owners and Operating Partnership; provided, however, that to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing foregoing costs with respect to the conveyance and transfer of an Acquired Property are greater than they would have been had the Equity Interests in the Partnership that owns the Acquired Property been transferred instead, Owners shall be solely responsible for such incremental increased costs. All costs associated with the Loans, including, without limitation, all transfer fees, application fees, expenses related to terminating any interest rate swap or cap or similar arrangement, points and/or other fees required in connection with the assignment of the Escrow Agent; (iv) the Loans and all expenses of Lenders, including, without limitation, legal fees of any counsel or consultant representing such Seller in this transaction; (v) and expenses, all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers mortgage and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar stamp taxes charged in connection with the transfer of each Property according the Loans and the Mezzanine Loan shall be shared equally between Owners and Operating Partnership; provided however, that Operating Partnership shall pay for any 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 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 local custom of in the state or commonwealth jurisdiction in 49 which such the Property is located. In light The final closing statement to be delivered by the Parties pursuant to Section 7.4 shall reflect the apportionment of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located transaction costs in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged manner provided in connection with the transfer of those Properties located in Coloradothis Section 7.5.

Closing Costs. With respect Except as otherwise expressly provided herein, Seller shall pay, on the Closing Date, all of the cost of the preparation of the deed, any documentary stamps or transfer taxes on the deed and surtax, if any (exclusive of any that, under state or local laws, are imposed on the buyer or grantee), and certified and pending special assessment liens for which the work has been substantially completed, and Purchaser shall pay, on the Closing Date, any documentary stamps or transfer taxes on the deed and surtax, if any, that, under state or local laws, are imposed on the buyer or grantee, the cost of the Title Commitment, including, without limitation, the cost of any title searches or abstracts of the Property, and the premium for the Owner’s Policy, all recording costs, intangible tax on any mortgage, documentary stamps or tax on any note, pending special assessment liens for which the work has not been substantially completed, the cost of any inspections conducted by or for the benefit of Purchaser, including, but not limited to, any zoning, permitting or other certification that may be obtained by Purchaser or that may be required to each Property: be delivered to Purchaser by any governmental authority as a condition to the conveyance of the Property from Seller to Purchaser, and any other customary charges and costs of closing. In addition, Purchaser shall reimburse Seller for the cost of (a) Purchaser shall pay (i) subject to Section 5.4(c)the Title Commitment and any search fees, any assumption fees in connection with its assumption the Survey, and the Phase I, which costs are, as of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including date hereof, $2,030.00 for the Seller Loans); (iii) any taxes associated initial Title Commitment, $3.900.00 for the initial Survey, and $2,100.00 for the initial Phase I, and which costs for Survey and Phase I are in accordance with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid rates negotiated by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiavendors, and (b) any recertifications, endorsements and updates thereof required in connection herewith. Notwithstanding the foregoing, in the event Purchaser assigns this Agreement after the full execution of this Agreement, provided Purchaser receives Seller’s consent for said assignment as outlined in Section 10.8, Purchaser shall be responsible for Seller’s attorney’s fees associated with said assignment in the amount of Seven Hundred Fifty and 00/100 Dollars ($750.00). Except as otherwise provided herein, each party shall pay its own attorneys’ fees. Purchaser shall pay the cost of any transferescrow fees, salesclosing fees, useand any fees to prepare the Closing Statement charged by the Escrow Agent. The premiums for the title insurance policies shall be at the rates promulgated by the state or recording district, gross receipts or similar taxes charged in connection with as applicable, where the transfer of those Properties located in ColoradoProperty is located.

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

Closing Costs. With respect Except as otherwise expressly provided herein, Seller shall pay, on the Closing Date, all of the cost of the preparation of the deed, any documentary stamps or transfer taxes on the deed and surtax, if any (exclusive of any that, under state or local laws, are imposed on the buyer or grantee), and certified and pending special assessment liens for which the work has been substantially completed, and Purchaser shall pay, on the Closing Date, any documentary stamps or transfer taxes on the deed and surtax, if any, that, under state or local laws, are imposed on the buyer or grantee, the cost of the Title Commitment, including, without limitation, the cost of any title searches or abstracts of the Property, and the premium for the Owner’s Policy, all recording costs, intangible tax on any mortgage, documentary stamps or tax on any note, pending special assessment liens for which the work has not been substantially completed, the cost of any inspections conducted by or for the benefit of Purchaser, including, but not limited to, any zoning, permitting or other certification that may be obtained by Purchaser or that may be required to each Property: be delivered to Purchaser by any governmental authority as a condition to the conveyance of the Property from Seller to Purchaser, and any other customary charges and costs of closing. In addition, Purchaser shall reimburse Seller for the cost of (a) Purchaser shall pay (i) subject to Section 5.4(c)the Title Commitment and any search fees, any assumption fees in connection with its assumption the Survey, and the Phase I, which costs are, as of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including date hereof, $850.00 for the Seller Loans); (iii) any taxes associated initial Title Commitment, $2,900.00 for the initial Survey, and $2,100.00 for the initial Phase I, and which costs for Survey and Phase I are in accordance with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid rates negotiated by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiavendors, and (b) any recertifications, endorsements and updates thereof required in connection herewith. Notwithstanding the foregoing, in the event Purchaser assigns this Agreement after the full execution of this Agreement, provided Purchaser receives Seller’s consent for said assignment as outlined in Section 10.8, Purchaser shall be responsible for Seller’s attorney’s fees associated with said assignment in the amount of Seven Hundred Fifty and 00/100 Dollars ($750.00). Except as otherwise provided herein, each party shall pay its own attorneys’ fees. Purchaser shall pay the cost of any transferescrow fees, salesclosing fees, useand any fees to prepare the Closing Statement charged by the Escrow Agent. The premiums for the title insurance policies shall be at the rates promulgated by the state or recording district, gross receipts or similar taxes charged in connection with as applicable, where the transfer of those Properties located in ColoradoProperty is located.

Closing Costs. With respect to each Property: (a) Purchaser In addition to the other costs and expenses to be paid by Sellers set forth elsewhere in this Agreement, Sellers shall pay for the following costs in connection with this transaction: (i) subject to Section 5.4(c), any assumption the fees in connection with its assumption and expenses of the Assumed Loanstheir own accountants and attorneys; (ii) any mortgage the costs of the owner’s Title Policies and all endorsements or similar taxes on new financing obtained by Purchaser (including modifications to the Seller Loans)owner’s Title Policies; (iii) any taxes associated closing costs, in accordance with the assumption customs of the Assumed Loansrespective counties in which the individual Hotels are situated; (iv) except as otherwise provided herein, 50% of any sales taxes, use taxes, or similar chargesescrow fees and costs and recording fees for the closing documents; and (v) all costs related to recording any premiums or fees required documents to release all monetary liens on the Property. (b) In addition to the other costs and expenses to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser set forth elsewhere in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller Agreement, Purchaser shall pay for the following costs in connection with this transaction: (i) the base premium for the applicable Title Policy to the extent required by Section 4.1fees and expenses of its own accountants and attorneys; (ii) the cost costs of recording any instruments required to discharge any liens or encumbrances against such Seller’s Propertythe Updated Surveys; (iii) one-half (1/2) closing costs, in accordance with the customs of the customary closing costs of respective counties in which the Escrow Agentindividual Hotels are situated; (iv) the fees fees, costs and expenses for recording any of any counsel or consultant representing such Seller in this transactionPurchaser’s financing documents; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date formation costs (applies only including reasonable legal expenses) for New LLC 3 and New LLC 4; (vi) costs and expenses incurred in relation to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)procurement of any approvals required in connection with the issuance of the Equity Consideration; and (vivii) except as otherwise provided herein, 50% of any other escrow fees and costs and recording fees for the closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)documents. (c) The parties All transfer Taxes due as a result of this transaction shall pay be paid by Purchaser, and Sellers and Purchaser shall execute and deliver such transfer and sales Tax returns, exemption certificates and/or occasional sales certificates (collectively, the transfer, “Tax Certificates”) as may be required by law or deemed reasonably necessary by either party or Escrow Agent. Sellers shall be responsible for all sales, use, and gross receipts or similar taxes charged in connection with the transfer of each Property according Taxes applicable to the custom construction, repair and remodeling of the state or commonwealth Hotels prior to Closing. (d) All other fees, costs and expenses not expressly addressed in which such Property is located. In light this Section (e) The provisions of this Section 7.5 shall survive the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoClosing.

Closing Costs. With respect In connection with the Closing, Buyer shall bear the costs, fees and expenses required to each Property: be incurred in connection with, or arising as a result of, (a) Purchaser any lender’s policies with respect to the CIR III Properties or (b) any survey costs, environmental report costs or any other costs related to Buyer’s diligence of or access to the CIR III Properties. All transfer, stamp, excise and similar Taxes and all documentary and recording fees and charges incident to the sale of the CIR III Shares (including any such Taxes determined to be payable after the Closing in connection with a post-Closing audit by any Governmental Entity) shall pay 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, (i) subject any fees or costs related to title policy endorsements or extended coverages shall be borne by the Buyer and (ii) Buyer shall bear all transfer, stamp, excise and similar Taxes and all documentary and recording fees and charges incident to the transfer of title to the CIR III Properties to the Financing Subs pursuant to Section 5.4(c)6.12. The costs, any assumption fees and expenses required to be incurred in connection with its assumption the engagement of the Assumed Loans; Escrow Agent shall be borne equally by the Sellers, on one hand, and the Buyer, on the other. All other costs incurred at the Closing shall be borne in accordance with local custom. Notwithstanding anything to the contrary herein, Buyer shall bear the cost of any prepayment, breakage or exit fees or penalties incurred by Sellers to prepay the Existing Loans pursuant to the express terms and conditions of the documents evidencing such Existing Loans (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including such amounts, the Seller Loans“Prepayment Costs”); (iii) any taxes associated with the assumption provided, however, that Sellers shall provide to Buyer such evidence of the Assumed LoansPrepayment Costs as Buyer may reasonably request, including but not limited to Lender-prepared payoff letters; (iv) any sales taxesand provided, use taxesfurther, or similar charges; (v) any premiums or fees required however, that in no event shall the Prepayment Costs to be paid by Purchaser with respect Buyer pursuant to this Section 3.9 exceed such amount as calculated pursuant to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) methodology set forth on Schedule 3.2(b). The Closing Cash Consideration shall be increased by the amount of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity FeesPrepayment Costs. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

Closing Costs. With respect Except as otherwise expressly provided herein, Seller shall pay, on the Closing Date, all of the cost of the preparation of the deed, any documentary stamps or transfer taxes on the deed and surtax, if any (exclusive of any that, under state or local laws, are imposed on the buyer or grantee), and certified and pending special assessment liens for which the work has been substantially completed, and Purchaser shall pay, on the Closing Date, any documentary stamps or transfer taxes on the deed and surtax, if any, that, under state or local laws, are imposed on the buyer or grantee, the cost of the Title Commitment, including, without limitation, the cost of any title searches or abstracts of the Property, and the premium for the Owner’s Policy, all recording costs, intangible tax on any mortgage, documentary stamps or tax on any note, pending special assessment liens for which the work has not been substantially completed, the cost of any inspections conducted by or for the benefit of Purchaser, including, but not limited to, any zoning, permitting or other certification that may be obtained by Purchaser or that may be required to each Property: be delivered to Purchaser by any governmental authority as a condition to the conveyance of the Property from Seller to Purchaser, and any other customary charges and costs of closing. In addition, Purchaser shall reimburse Seller for the cost of (a) Purchaser shall pay (i) subject to Section 5.4(c)the Title Commitment and any search fees, any assumption fees in connection with its assumption the Survey, and the Phase I, which costs are, as of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including date hereof, $2012.00 for the Seller Loans); (iii) any taxes associated initial Title Commitment, $3,550.00 for the initial Survey, and $1,900.00 for the initial Phase I, and which costs for Survey and Phase I are in accordance with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid rates negotiated by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginiavendors, and (b) any recertifications, endorsements and updates thereof required in connection herewith. Notwithstanding the foregoing, in the event Purchaser assigns this Agreement after the full execution of this Agreement, provided Purchaser receives Seller’s consent for said assignment as outlined in Section 10.8, Purchaser shall be responsible for Seller’s attorney’s fees associated with said assignment in the amount of Seven Hundred Fifty and 00/100 Dollars ($750.00). Except as otherwise provided herein, each party shall pay its own attorneys’ fees. Purchaser shall pay the cost of any transferescrow fees, salesclosing fees, useand any fees to prepare the Closing Statement charged by the Escrow Agent. The premiums for the title insurance policies shall be at the rates promulgated by the state or recording district, gross receipts or similar taxes charged in connection with as applicable, where the transfer of those Properties located in ColoradoProperty is located.

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

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

Closing Costs. With respect to At each Property: (a) Purchaser shall pay (i) subject to Section 5.4(c)Closing, any assumption fees in connection with its assumption of the Assumed Loans; (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium LTD Entities will be reimbursed for the applicable Title Policy to the extent required reasonable legal and accounting costs incurred by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged each LTD Entity in connection with the transfer Contribution Transactions consummated at such Closing upon such LTD Entity’s submission of each Property according invoices therefor to the custom of Caliber REIT (collectively, “Transaction Expenses”), excluding any income tax liability incurred by such LTD Entity in connection therewith. Such Transaction Expenses shall be paid at each Closing, with the state amount to be paid at each Closing equal to (a) the Transaction Expenses directly allocable to each LTD Entity participating in such Closing plus (b) with respect to Transactions Expenses that are allocable to more than one LTD Entity or commonwealth Property (including those not participating in which such Property is located. In light of Closing), an amount allocated to the LTD Entities participating in such Closing in accordance with their respective Allocated Values as determined by LTD; provided, however, that notwithstanding the foregoing, the parties agree amount of Transaction Expenses to be reimbursed at each of the first and second Closings shall be no less than $250,000 per Closing. If this Agreement is terminated prior to the Closing, each Party shall bear all of its own transaction costs, including, but not limited to, all Transaction Expenses incurred by such Party; provided, however, that if the valuation of the Properties (aas determined by the Contributors in good faith and agreed by the Operating Partnership based upon confirmation by Baird) Seller is less than the EBITDA Threshold, the LTD Entities shall pay any transferhave the right to terminate this Agreement by delivery of a written notice to the Caliber Entities. If the LTD Entities deliver such termination notice to the Caliber Entities, salesthen, usewithin thirty (30) days following delivery and confirmation of receipt of such termination notice with invoices for the LTD Entities’ Transaction Expenses, gross receipts or similar taxes charged the Caliber Entities shall reimburse the LTD Entities for Transaction Expenses in connection with the transfer an aggregate amount of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and up to One Million Dollars (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado$1,000,000).

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

Closing Costs. With respect to each Property: (a) Subject to Section 2.5(b) below, if the IPO Closing does not occur, in addition to their respective attorneys’ fees, costs and expenses, each of the Purchaser and the Sellers shall pay be responsible for all of their respective Transaction Expenses. If the IPO Closing occurs, it is intended that the reasonable Transaction Expenses of the Purchaser and the reasonable Transaction Expenses of the Sellers be paid out of the IPO Proceeds; provided, however, that each of the Purchaser and the Sellers shall be responsible for all of their respective Transaction Expenses in excess of the IPO Proceeds. For the avoidance of doubt, (i) subject to Section 5.4(c), any assumption fees in connection with its assumption the Sellers shall be responsible for the costs and expenses of the Assumed Loans; Pre-Closing Owner and (ii) any mortgage the Sellers and Owners (and not the Purchaser) shall be responsible for their own Owner/Seller Transaction Expenses whether or similar taxes on new financing obtained by Purchaser (including not the Seller Loans); (iii) any taxes associated with the assumption of the Assumed Loans; (iv) any sales taxes, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity FeesIPO Closing occurs. (b) Each Seller shall pay (i) If the base premium for the applicable Title Policy IPO Closing does not occur due to the extent required Sellers’ or Owners’ failure, refusal or inability to deliver the Interests, the Sellers shall reimburse the Purchaser for all reasonable Transaction Expenses (together with reasonable attorneys’ fees, costs and expenses) incurred by Section 4.1; (ii) the cost of recording Purchaser in connection with the transactions contemplated herein. If the IPO Closing does not occur for any instruments required to discharge any liens reason other than the failure, refusal or encumbrances against such Seller’s Property; (iii) one-half (1/2) inability of the customary closing costs of Owners or the Escrow Agent; (iv) Sellers to deliver the fees of any counsel or consultant representing such Seller Interests, then the Purchaser shall be responsible for all reasonable Transaction Expenses incurred by the Owners in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on connection with the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)transactions contemplated herein. (c) The parties shall pay do not anticipate any material transfer taxes or any transfer tax return filing requirements to result from the proposed transaction. However, if any are imposed, all transfer, documentary, sales, use, gross receipts or similar taxes charged stamp, registration and other such Taxes and fees (including penalties and interest) incurred in connection with the transfer of each Property according to transactions contemplated by this Agreement shall be shared equally by the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina Sellers and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoPurchaser.

Closing Costs. With respect to each Property: The Operating Partnership shall be responsible for any and all out-of-pocket costs incurred by the Company, the Operating Partnership or the Contributors in connection with the transactions contemplated hereby or the Public Offering (a) Purchaser but excluding, for the avoidance of doubt any underwriting discount, which shall pay be paid by the Contributors as provided in Section 1.4), including without limitation (i) subject to Section 5.4(c)any and all documentary transfer, any assumption fees stamp, filing, recording, conveyance, intangible, sales and other taxes incurred in connection with its assumption of the Assumed Loans; transactions contemplated hereby, (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); all escrow fees and costs, (iii) the costs of any taxes associated with title policy, surveys, appraisals, environmental, physical and financial audits and the assumption costs of any other examinations, inspections or audits of the Assumed Loans; Property that may be requested or required by the underwriters of the Public Offering, (iv) any sales taxesand all assumption, use taxesprepayment or other fees, penalties or similar charges; amounts due and payable in connection with the discharge and satisfaction or the assumption of any Existing Loan, (v) any premiums costs associated with any new financing, including any application and commitment fees or the costs of such new lender’s other requirements, (vi) its own, the Company’s and the Contributors’ attorneys’ and advisors’ fees, charges and disbursements incurred in connection with the transactions contemplated hereby and the Public Offering, and (vii) any out-of-pocket costs or fees associated with any third-party approvals or deliverable items, including, without limitation, estoppels, consents, waivers, assignments and assumptions. Notwithstanding the foregoing, at the Closing the Contributors shall pay the Company [$ ] in cash as partial reimbursement of such out-of-pocket costs, which amount shall be allocated among the Contributors as set forth in Exhibit D. The Contributors shall be responsible for any withholding taxes required to be paid by Purchaser with and/or withheld in respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs Contributors at Closing as a result of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable Contributors’ tax status. The provisions of this Agreement, any other sums due on Section 2.5 shall survive the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Closing. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.

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

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

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

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

Closing Costs. With respect to each Property: (a) Purchaser Each party shall pay (i) subject to Section 5.4(c)be responsible for the full amount of their own accounting, any assumption legal and consulting fees and expenses incurred in connection with its assumption the negotiation and preparation of this Agreement, the Assumed Loans; (ii) Lease Amendment, any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); (iii) any taxes associated other closing documents and instruments executed in connection with the assumption of purchase and sale contemplated under this Agreement or the Assumed Loans; (iv) any sales taxesLease Amendment, use taxes, or similar charges; (v) any premiums or fees required to be paid by Purchaser and otherwise in connection with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity FeesClosing. (b) Each Seller Except as otherwise expressly set forth herein, all Closing Costs shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser the party that typically pays such Closing Costs in Section 6.5.10(a). (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection accordance with the transfer of each Property according to the custom of the state or commonwealth jurisdiction in which such the Property is located. In light the event that the jurisdiction in which the Property is located does not have a customary practice for the payment of any portion of the foregoingClosing Costs, such Closing Cost shall divided among the Seller and Purchaser equally. For the purposes of this Section 3.6(b), the term “Closing Costs” shall mean all costs, fees and expenses incurred by Seller and/or Purchaser in connection with Closing (other than as set forth in Section 3.6(a) or as otherwise expressly set forth herein). The respective parties agree that shall pay the following Closing Costs: (ai) Seller shall pay any all State, local and city transfer, salesdeed stamp, useand similar taxes, gross receipts fees and expenses; (ii) Purchaser shall pay for all title insurance premiums for the Title Policy, including any additional premiums for any customary endorsements reasonably requested by Purchaser; (iii) Purchaser shall also pay all costs, fees and expenses for non-customary or similar taxes charged unreasonably requested endorsements, as well as for any lender’s title insurance policies; and (iv) Purchaser shall pay for the cost and expense of the Survey, all municipal search fees, all recording charges and fees in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in ColoradoDeed.

Closing Costs. With respect Without limitation on and subject to each Property: (aSection 1.6(b) Purchaser above, the Operating Partnership shall pay be responsible for (i) subject to Section 5.4(c)the costs of any Title Policies, UCC Policies, surveys, appraisals, environmental, physical and financial audits and the costs of any assumption fees in connection with its assumption other examinations, inspections or audits of the Assumed Loans; Properties, (ii) any mortgage and all assumption, prepayment or similar taxes on new financing obtained by Purchaser (including other fees, penalties or amounts due and payable in connection with the Seller Loans); discharge and satisfaction or the assumption of any Existing Loan, (iii) any taxes costs associated with any new financing, including any application and commitment fees or the assumption costs of the Assumed Loans; such new lender’s other requirements, (iv) any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales taxes, use taxes, or and other similar chargesTaxes incurred in connection with the transactions contemplated hereby; (v) any premiums or fees required to be paid by Purchaser with respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs of the Escrow Agent; (vii) the all escrow fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable provisions of this Agreement, any other sums due on the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property)costs; and (vi) except as otherwise provided herein, its own attorneys’ and advisors’ fees, charges and disbursements and the reasonable and documented attorneys’ and advisors’ fees, charges and disbursements for the Contributor in an amount not to exceed $400,000. The Contributor shall be responsible for (i) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided withholding taxes required to be paid by Purchaser and/or withheld in Section 6.5.10(a). respect of the Contributor at Closing as a result of their respective Tax status or as otherwise required to be paid and/or withheld under applicable law, (cii) The parties shall pay one-half of all escrow fees and costs, (iii) any out-of-pocket costs or fees associated with any Approvals (other than the transfer, sales, use, gross receipts or similar taxes charged Existing Loan Fees and any costs in connection with any new financing, which shall be the transfer of each Property according to the custom responsibility of the state or commonwealth in which such Property is located. In light of the foregoingOperating Partnership), the parties agree that (a) Seller shall pay any transferincluding, saleswithout limitation, useestoppels, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgiaconsents, Ohiowaivers, South Carolina assignments and the Commonwealth of Virginiaassumptions required hereunder, and (biv) Purchaser except as otherwise provided herein, its own attorneys’ and advisors’ fees, charges and disbursements. All costs and expenses incident to the transactions contemplated hereby, and not specifically described above, shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with be paid by the transfer party incurring same. The provisions of those Properties located in Coloradothis Section 2.5 shall survive the Closing.

Closing Costs. With respect to each Property: The Operating Partnership shall be responsible for any and all out-of-pocket costs incurred by the Company, the Operating Partnership or the Contributors in connection with the transactions contemplated hereby or the Public Offering (a) Purchaser but excluding, for the avoidance of doubt any underwriting discount, which shall pay be paid by the Contributors as provided in Section 1.4), including without limitation (i) subject to Section 5.4(c)any and all documentary transfer, any assumption fees stamp, filing, recording, conveyance, intangible, sales and other taxes incurred in connection with its assumption of the Assumed Loans; transactions contemplated hereby, (ii) any mortgage or similar taxes on new financing obtained by Purchaser (including the Seller Loans); all escrow fees and costs, (iii) the costs of any taxes associated with title policy, surveys, appraisals, environmental, physical and financial audits and the assumption costs of any other examinations, inspections or audits of the Assumed Loans; Property that may be requested or required by the underwriters of the Public Offering, (iv) any sales taxesand all assumption, use taxesprepayment or other fees, penalties or similar charges; amounts due and payable in connection with the discharge and satisfaction or the assumption of any Existing Loan, (v) any premiums costs associated with any new financing, including any application and commitment fees or the costs of such new lender’s other requirements, (vi) its own, the Company’s and the Contributors’ attorneys’ and advisors’ fees, charges and disbursements incurred in connection with the transactions contemplated hereby and the Public Offering, and (vii) any out-of-pocket costs or fees associated with any third-party approvals or deliverable items, including, without limitation, estoppels, consents, waivers, assignments and assumptions. Notwithstanding the foregoing, at the Closing the Contributors shall pay the Company $3,300,000 in cash as partial reimbursement of such out-of-pocket costs, which amount shall be allocated among the Contributors as set forth in Exhibit D. The Contributors shall be responsible for any withholding taxes required to be paid by Purchaser with and/or withheld in respect to the applicable Title Policy pursuant to Section 4.1; (vi) one-half (1/2) of the customary closing costs Contributors at Closing as a result of the Escrow Agent; (vii) the fees of any counsel or consultant representing Purchaser in this transaction; and (viii) any Special Purpose Entity Fees. (b) Each Seller shall pay (i) the base premium for the applicable Title Policy to the extent required by Section 4.1; (ii) the cost of recording any instruments required to discharge any liens or encumbrances against such Seller’s Property; (iii) one-half (1/2) of the customary closing costs of the Escrow Agent; (iv) the fees of any counsel or consultant representing such Seller in this transaction; (v) all late fees, penalties or subject to all other applicable Contributors’ tax status. The provisions of this Agreement, any other sums due on Section 2.5 shall survive the Assumed Loans through the date immediately preceding the Closing Date (applies only to the Assumption Sellers and applicable only if such Property has not been converted to a Payoff Property); and (vi) any other closing costs or charges customarily borne by a seller of commercial real estate in the state in which the applicable Property is located which are not expressly provided to be paid by Purchaser in Section 6.5.10(a)Closing. (c) The parties shall pay the transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of each Property according to the custom of the state or commonwealth in which such Property is located. In light of the foregoing, the parties agree that (a) Seller shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in the States of Georgia, Ohio, South Carolina and the Commonwealth of Virginia, and (b) Purchaser shall pay any transfer, sales, use, gross receipts or similar taxes charged in connection with the transfer of those Properties located in Colorado.