Common use of COSTS AND ALLOCATIONS Clause in Contracts

COSTS AND ALLOCATIONS. PURCHASER shall pay the costs and expenses related to the UCC and other searches. PURCHASER shall pay the costs and expenses related to any environmental Phase I ordered by PURCHASER. PURCHASER shall pay all expenses related to PURCHASER’s updated survey and PURCHASER’s policy of owner’s title insurance, as well as all fees for endorsements, unless the Closing does not occur due to SELLER’s breach, in which case SELLER shall pay all survey costs, title search costs and title cancellation charges in accordance with Section 10.2 hereof. SELLER shall pay all costs necessary for the recording of documents necessary to clear title to the Property. PURCHASER shall pay for the recording of the Deed. PURCHASER shall pay all grantor’s taxes, transfer or conveyance taxes, deed stamps and similar taxes in connection with the transfer of the Property by Deed (jointly and severally, the “Conveyance Taxes”). PURCHASER shall indemnify SELLER from and against any claims (“Claims”) made by the taxing authorities with respect to the Conveyance Taxes applicable to the transfer of the Property by Deed pursuant to this Agreement and not paid by PURCHASER. SELLER shall provide PURCHASER with a copy of any notice, deficiency assessment, or other writing received by SELLER from the relevant taxing authorities with respect to such Claims for Conveyance Taxes within ten (10) business days after SELLER’S receipt thereof, and PURCHASER shall have the right to defend SELLER against any such Claims with respect to Conveyance Taxes with counsel of PURCHASER’S choice reasonably satisfactory to SELLER. SELLER shall also pay any and all costs, fees, premiums, principal, interest, penalties and expenses relating to and necessary for the satisfaction, termination, discharge and/or defeasance of the Financing Liens. SELLER and PURCHASER shall share equally the Escrow Agent’s reasonable fees (if any) in connection with the Closing, except with respect to any fees, costs and expenses concerning any tax-deferred exchange, if any, which shall be paid solely by SELLER. All other costs not specifically addressed herein shall be borne by the party incurring such cost. This Section 13 shall survive the Closing and the delivery of the Deed.

COSTS AND ALLOCATIONS. PURCHASER shall pay the costs and expenses related to the UCC and other searches, as well as fees, costs and expenses related to the ▇▇▇ Documents and financial assistance provided by the ▇▇▇ to PURCHASER. PURCHASER shall pay the costs and expenses related to any environmental Phase I ordered by PURCHASER. PURCHASER shall pay all expenses related to PURCHASER’s updated survey and PURCHASER’s policy of owner’s title insurance, as well as all fees for endorsements, unless the Closing does not occur due to SELLER’s breach, in which case SELLER shall pay all survey costs, title search costs and title cancellation charges in accordance with Section 10.2 hereof. SELLER shall pay all costs necessary for the recording of documents necessary to clear title to the Property. PURCHASER shall pay for the recording of the DeedDeed and the filing of the RP-5217 transfer report (equalization) forms and T.P. 584 transfer tax forms. PURCHASER shall pay all grantor’s taxes, transfer or conveyance taxes, deed stamps and similar taxes in connection with the transfer of the Property by Deed (jointly and severally, the “Conveyance Taxes”), and PURCHASER will be entitled to the benefit of any reduction based on transfer tax paid in connection with the Sovran Lease. PURCHASER shall indemnify SELLER from and against any claims (“Claims”) ). made by the taxing authorities with respect to the Conveyance Taxes applicable to the transfer of the Property by Deed pursuant to this Agreement and not paid by PURCHASER. SELLER shall provide PURCHASER with a copy of any notice, deficiency assessment, or other writing received by SELLER from the relevant taxing authorities with respect to such Claims for Conveyance Taxes within ten (10) business days after SELLER’S receipt thereof, and PURCHASER shall have the right to defend SELLER against any such Claims with respect to Conveyance Taxes with counsel of PURCHASER’S choice reasonably satisfactory to SELLER. SELLER shall also pay any and all costs, fees, premiums, principal, interest, penalties and expenses relating to and necessary for the satisfaction, termination, discharge and/or defeasance of the Financing Liens. SELLER and PURCHASER shall share equally the Escrow Agent’s reasonable fees (if any) in connection with the Closing, except with respect to any fees, costs and expenses concerning any tax-deferred exchange, if any, which shall be paid solely by SELLER. All other costs not specifically addressed herein shall be borne by the party incurring such cost. This Section 13 shall survive the Closing and the delivery of the Deed.

COSTS AND ALLOCATIONS. 13.1 PURCHASER shall pay the costs and expenses related to the UCC and other searches. PURCHASER shall pay the costs and expenses related to any the environmental Phase I ordered by PURCHASERand/or Phase II. SELLER and PURCHASER shall pay share equally all expenses related to PURCHASER’s updated survey 'S surveys and PURCHASER’s policy policies of owner’s 's title insuranceinsurance (including search charges, as well as all fees for endorsementsendorsements and premiums), unless irrespective of whether a Closing occurs. Notwithstanding the Closing does not occur due to SELLER’s breachforegoing, in which case SELLER the event that PURCHASER terminates this Agreement pursuant to Section 3.1(a) hereof, PURCHASER shall pay all survey costsof the costs related to PURCHASER's title insurance and surveys, except that the obligation to share such costs on a 50/50 basis set forth in this Section <PAGE> 13.1 shall remain in effect despite any such termination by PURCHASER if (a) there is an uncured or uninsurable defect in title search costs to any portion of the Property and title cancellation charges (b) SELLER is in accordance with Section 10.2 hereofbreach of this Agreement. SELLER shall pay all costs necessary for the recording of documents necessary to clear title to the Property. PURCHASER shall pay for the recording of the DeedDeeds. PURCHASER SELLER shall pay all grantor’s transfer taxes, transfer or conveyance taxes, /deed stamps and similar taxes in connection with the transfer of the Property by Deed (jointly and severally, the “Conveyance Taxes”). PURCHASER shall indemnify SELLER from and against any claims (“Claims”) made by the taxing authorities with respect to the Conveyance Taxes applicable to the transfer of the Property by Deed pursuant to this Agreement and not paid by PURCHASER. SELLER shall provide PURCHASER with a copy of any notice, deficiency assessment, or other writing received by SELLER from the relevant taxing authorities with respect to such Claims for Conveyance Taxes within ten (10) business days after SELLER’S receipt thereof, and PURCHASER shall have the right to defend SELLER against any such Claims with respect to Conveyance Taxes with counsel of PURCHASER’S choice reasonably satisfactory to SELLER. SELLER shall also pay any and all costs, fees, premiums, principal, interest, penalties and expenses relating to and necessary for the satisfaction, termination, discharge and/or defeasance of the Financing LiensProperty. SELLER and PURCHASER shall share equally the Escrow Agent’s reasonable 's fees (if any) in connection with the ▇▇▇▇▇▇▇ Money and the Closing, except with respect to any fees, costs and expenses concerning any SELLER'S tax-deferred free exchange, if any, which shall be paid solely by SELLER. All other costs not specifically addressed herein shall be borne by the party incurring such cost. In connection with PURCHASER's assumption of the Mortgage Indebtedness, PURCHASER shall pay up to a 1% assumption fee (based on the principal balance outstanding), an application fee, Lender's attorneys' fees and all other costs, fees and expenses set forth in the Loan Documents that are specifically related to the assumption of the Mortgage Indebtedness. PURCHASER shall have no obligation to pay any late fees, delinquent interest, default interest, SELLER's attorneys' fees or any unpaid item under the Loan Documents other than principal and non-delinquent interest. SELLER shall be responsible for all such items that are due for the time period prior to Closing under the Loan Documents other than the unpaid principal balance of the Mortgage Indebtedness as of the Closing Date (as may be extended, pursuant to Section 9 hereof) assuming no default by SELLER, and non-delinquent interest, but SELLER shall not be required to pay any assumption fee, application fee, Lender's attorneys' fees or all other costs, fees and expenses set forth in the Loan Documents that are specifically related to the assumption of the Mortgage Indebtedness. In the event that Lender imposes any additional costs, fees or expenses that are not explicitly set forth in the existing Loan Documents, such additional costs, fees and/or expenses shall be shared by SELLER and PURCHASER in accordance with Section 3.3 hereof. SELLER shall be given a credit at Closing for the amount held in escrow by Lender as required by the Loan Documents provided that (a) Lender agrees to treat such escrowed funds as the property of PURCHASER and (b) SELLER agrees, and hereby does agree, that such escrowed funds shall be the property of PURCHASER on and as of the Closing Date (as may be extended, pursuant to Section 9 hereof). 13.2 SELLER shall provide PURCHASER with proof of payment of sales tax and use tax which SELLER and each Company should have been collecting and remitting in connection with the leasing of storage units, furnishing of services, leasing of space (indoor or outdoor) for the storage of vehicles and/or the sale of inventory and goods relating to the time period prior to and through the Closing Date (as may be extended, pursuant to Section 9 hereof) (collectively, "SELLER's Sales Tax Liability"). SELLER shall indemnify, defend and shall hold PURCHASER harmless from all Sales Tax liability applicable to the time period prior to Closing. This Section 13 indemnity shall survive the Closing and the delivery of the Deed.Deed without any time limitation. <PAGE>

COSTS AND ALLOCATIONS. PURCHASER shall pay the costs and expenses related to the UCC and other searches, as well as fees, costs and expenses related to the ▇▇▇ Documents and financial assistance provided by the ▇▇▇ to PURCHASER. PURCHASER shall pay the costs and expenses related to any environmental Phase I ordered by PURCHASER. PURCHASER shall pay all expenses related to PURCHASER’s updated survey and PURCHASER’s policy of owner’s title insurance, as well as all fees for endorsements, unless the Closing does not occur due to SELLER’s breach, in which case SELLER shall pay all survey costs, title search costs and title cancellation charges in accordance with Section 10.2 hereof. SELLER shall pay all costs necessary for the recording of documents necessary to clear title to the Property. PURCHASER shall pay for the recording of the DeedDeed and the filing of the RP-5217 transfer report (equalization) forms and T.P. 584 transfer tax forms. PURCHASER shall pay all grantor’s taxes, transfer or conveyance taxes, deed stamps and similar taxes in connection with the transfer of the Property by Deed (jointly and severally, the “Conveyance Taxes”), and PURCHASER will be entitled to the benefit of any reduction based on transfer tax paid in connection with the Sovran Lease. PURCHASER shall indemnify SELLER from and against any claims (“Claims”) made by the taxing authorities with respect to the Conveyance Taxes applicable to the transfer of the Property by Deed pursuant to this Agreement and not paid by PURCHASER. SELLER shall provide PURCHASER with a copy of any notice, deficiency assessment, or other writing received by SELLER from the relevant taxing authorities with respect to such Claims for Conveyance Taxes within ten (10) business days after SELLER’S receipt thereof, and PURCHASER shall have the right to defend SELLER against any such Claims with respect to Conveyance Taxes with counsel of PURCHASER’S choice reasonably satisfactory to SELLER. SELLER shall also pay any and all costs, fees, premiums, principal, interest, penalties and expenses relating to and necessary for the satisfaction, termination, discharge and/or defeasance of the Financing Liens. SELLER and PURCHASER shall share equally the Escrow Agent’s reasonable fees (if any) in connection with the Closing, except with respect to any fees, costs and expenses concerning any tax-deferred exchange, if any, which shall be paid solely by SELLER. All other costs not specifically addressed herein shall be borne by the party incurring such cost. This Section 13 shall survive the Closing and the delivery of the Deed.