Common use of Proration of Expenses and Payment of Costs and Recording Fees Clause in Contracts

Proration of Expenses and Payment of Costs and Recording Fees. Seller and Buyer agree that all rents, utility charges (to the extent not payable directly to the utility supplier by Tenant), and real estate taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing: (a) Buyer shall pay: (i) the premium and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction; and (b) Seller shall pay: (i) the transfer, excise and/or documentary tax/stamps in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible for the cost of its own survey, environmental reports and due diligence investigations. Seller -and Buyer shall be responsible for their own attorney's fees

Proration of Expenses and Payment of Costs and Recording Fees. (a) All real estate taxes, ad valorem rollback taxes, personal property taxes, water and sewer use charges, and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the collecting authorities or to the Escrow Agent by Seller prior to or at Closing. Notwithstanding the foregoing, there shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable and where the Tenant is responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. Seller shall turn over to Buyer at Closing any remaining amounts (after the payment of any Taxes and Assessments due and payable on or before the Closing Date as described above) held by Seller as Tax Estimate Payments made by Tenant pursuant to the Lease, and Buyer agree that all rents, utility charges shall assume the responsibility to hold such amounts on deposit for Tenant along with any such future payments for the purposes described in Section 5.2 of the Lease. (to the extent not payable directly to the utility supplier by Tenant), and real estate taxes and assessments (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of Closing. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (i) 100% of all Owner’s Title Insurance policy premiums, including any search costs, but excluding any endorsements issued in connection with such policies; (ii) Any and all transfer taxes and conveyance fees on the sale and transfer of the Property shall be paid by Seller; (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 24 of this Agreement; provided, however, that rent shall only be pro-rated and (iv) All fees relating to the extent paid. If Closing shall occur before the actual real estate taxes granting, executing and special assessments payable during such year are known, the apportionment recording of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property delivered hereunder but shall survive from the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:existing debt. (ad) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps All costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording like and costs for the filing of the deed at the register of deeds office where the applicable Property is located and; all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and ; and (iii) One hundred percent (100%) of any endorsements requested by Buyer connection with Owner’s Title Insurance policy. (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date and which are a lien on the Property shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), and real estate taxes and assessments Seller prior to or at Closing. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to retain any rents received by Seller that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (c) Seller shall pay such amounts. At Closingor be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (ai) 100% of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property shall be paid by Seller; (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 23 of this Agreement; and (iv) All fees relating to the granting, executing and recording of the Deed for each Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps Title Insurance policy premiums for any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located such policies other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller and Buyer agree that all rentsutility charges, utility charges (to the extent not payable directly to the utility supplier by Tenant), and real estate taxes taxes, assessments and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If a Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; , provided that, if the real estate taxes and special assessments payable during the year in which the Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property (defined herein) delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, shall be responsible for the payment of all municipal license taxes, if any, taxes payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to Closing Date. Seller shall pay such amountsall fees (including defeasance fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all mortgage loans encumbering the Property. At Closing: (a) Buyer shall pay: (i) the The premium and related charges for an owner's ’s title insurance policy to be issued to Buyer together with any endorsements to the owner’s title insurance policy shall be paid by Buyer; (ii) the . The premium and related charges for a mortgagee’s title insurance policy shall be paid by Buyer. The recording fees necessary to record the deed and mortgage documents Deed at the register of deeds office where the each Property is located; and (iii) one half of any escrow fees charged located shall be paid by the Escrow Agent in connection with this transaction; and (b) Seller shall pay: (i) the transferBuyer. The transfer tax, documentary stamp tax and/or excise and/or documentary tax/stamps tax payable in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged Deed shall be paid by the Escrow Agent in connection with this transactionSeller. Buyer shall be responsible for the cost of its own surveysurveys (including the cost, if any, of any update to Seller’s existing survey requested by Buyer), Phase 1 environmental reports studies and due diligence investigations. Seller -and and Buyer shall be responsible for their own attorney's ’s fees. Seller and Buyer each shall pay one-half of all escrow (“Escrow”) and closing fees charged by the Title Insurer.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Leases. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to retain any rents received by Seller that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (c) Seller shall pay such amounts. At Closingor be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (ai) 100% of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property shall be paid by Seller; (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 23 of this Agreement; and (iv) All fees relating to the granting and executing of the Deed for each Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps Title Insurance policy premiums for any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; such policies other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; complete such financing and related documentary stamp tax and intangibles tax; (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer ; and (iv) The cost of recording the Deed for each Property. (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes (if applicable), personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Seller prior to or at Closing. At Closing there shall be no adjustments between Buyer and Seller for Taxes and Assessments not yet due and payable on the Closing Date unless the payment of such Taxes and Assessments under the terms of the Lease is not the obligation of the Tenant), and real estate taxes and assessments . (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that Closing Date with Buyer being credited for rent shall only be pro-rated attributable to the extent paid. If day of Closing shall occur before through and including the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis last day of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Seller being credited for rent paid by Seller under the Ground Lease attributable to the date that Tenant became obligated to pay such amounts. At Closing:day of Closing through and including the last day of the calendar month in which the Closing Date occurs. (ac) Buyer Seller shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller shall pay: : (i) 100% of all Title Policy premiums, including search costs, but excluding any endorsements issued in connection with such policy other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the transfersale and transfer of the Property; (iii) Broker’s commission payments, excise and/or documentary tax/stamps in accordance with Section 24 of this Agreement; (iv) Any unpaid tenant improvement allowances, or outstanding rent concessions related to the Lease, whether or not due and payable, and any unpaid leasing commissions related to the initial term of the Lease; and (v) All fees relating to the granting, executing and recording of the Assignment and Assumption of Ground Lease and the Deed for the Property and for any costs incurred in connection with the release of existing debt secured by the MOB Property and/or the Ground Lease, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the deed at the register of deeds office where the applicable Property is located and; from the existing debt. (iid) Buyer shall pay or be charged with the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; following costs and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction. : (i) Title Policy premiums for any endorsements issued in connection with such policy other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) all costs and expenses in connection with Buyer’s financing, including, without limitation, Buyer’s lender’s title insurance policy, appraisal, points, commitment fees and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and (iii) Buyer shall be responsible pay for the cost of its own survey, Phase I environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All unpaid real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant)Seller prior to or at Closing unless the same are to be paid by Tenant and are not yet overdue, in which case such taxes shall be paid by Tenant as and real estate taxes and assessments (when due pursuant to the extent Lease. At Closing there shall be no adjustments between Buyer and Seller for Taxes and Assessments not yet due and payable directly to on the taxing authority by Closing Date unless the payment of such Taxes and Assessments under the terms of the Lease is not the obligation of the Tenant. (b) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to retain any rents received by Seller that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (c) Seller shall pay such amounts. At Closingor be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (ai) 50% of all Title Policy premiums, including search costs and a survey endorsement, except that Seller shall pay 100% of the Title Policy premiums for endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property. (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 23 of this Agreement; (iv) All fees relating to the granting, executing and recording of the deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) 50% of all Title Policy premiums, including search costs, a survey endorsement and the transfercosts of any Loan Policy and any form of special endorsements to the Title Policy or any Loan Policy, excise and/or documentary tax/stamps but excluding any endorsements that Seller elects to purchase to cover title issues, if any; (i) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording like and costs for the filing of the deed at the register of deeds office where the applicable Property is located all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. . (e) Each party shall pay its own legal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (f) Seller -and and Buyer each shall be responsible for their own attorney's feespay one-half of all reasonable escrow fees charged by Escrow Agent.

Proration of Expenses and Payment of Costs and Recording Fees. (a) All real estate taxes, rollback taxes, personal property taxes, water and sewer use charges, and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the collecting authorities or to the Escrow Agent by Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (b) All rents actually collected as of the Closing Date shall be prorated as of the Closing Date with Buyer agree that all rents, utility charges (being credited for rent attributable to the day of Closing. Buyer agrees to the extent not payable directly that it receives any rent attributable to periods prior to Closing, it will refund such amounts to Seller within two (2) business days of Buyer’s receipt. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (i) All Title Policy premiums for endorsements that Seller elects to purchase to cover title issues, if any; (ii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 23 of this Agreement; and (iii) All fees relating to the utility supplier by Tenant)granting, executing and real estate taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis as recording of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property delivered hereunder but shall survive from the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:existing debt. (ad) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps All Title Policy premiums including any endorsements issued in connection with the recording such policies exclusive of the deed at the register of deeds office where the applicable Property is located and; search costs and other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreementcomplete such financing and related documentary stamp tax and intangibles tax; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. . (e) Seller -and and Buyer shall be responsible split all fees, costs and/or charges for their title searches, transfer taxes and conveyance fees on the sale and transfer of the Property, if any. (f) Each party shall pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) The parties will each execute and Buyer agree that deliver to Escrow Agent for the Closing a closing statement setting forth the Purchase Price and all rentsclosing credits, utility charges (to the extent not payable directly to the utility supplier prorations, charges, costs and adjustments contemplated by Tenant), and real estate taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) shall this Agreement. All prorations will be prorated on a calendar-year basis calculated as of the date of Closing; providedClosing Date, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be based upon the basis latest available information, with all income and expense for the Closing Date being allocated to Buyer. Buyer will receive a credit for any rent and other amounts paid or payable by the Tenant for the period beginning with and including the Closing Date through and including the last day of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined (including any monthly estimates of common area maintenance charges, taxes, insurance or similar expenses). All other income, expense, credits and charges to Buyer and Seller will be more or less than similarly prorated as of the real Closing Date. Real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable the sole responsibility of the Tenant under the Lease and paid directly by TenantTenant to the applicable taxing authority, will be responsible for prorated on an accrual basis and, if actual amounts are not available, will be based upon the payment of all municipal license taxescurrent valuation and latest available tax rates or assessments. All pre-paid or abated Rents or deposit amounts (including any tax or expense escrows and any security deposits) held by Seller under the Lease, if any, payable during will be paid to Buyer in the calendar year in which form of a credit against the Purchase Price. (b) No later than ninety days after the Closing occurs Date (“Final Adjustment Date”), Seller and corresponding Buyer will make a final adjustment of any income and expense amounts for which final adjustments or prorations were not determined at Closing, if any. Any net adjustment in favor of Buyer or Seller is to be paid in cash by the other no later than thirty (30) days after such final adjustment has been made. If after Closing either party otherwise discovers any period errors, or receives additional information, indicating that the prorations were inaccurate, such party will promptly notify the other and the parties will correctly re-prorate the amounts in question. No such correction will be required later than twelve (12) months after the Closing Date unless prior to such date the date that Tenant became obligated party seeking the correction has given a written notice to the other Party specifying the nature and basis for such correction. This Section 4(b) shall survive Closing. (c) Seller shall pay such amounts. At Closingor be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (ai) Broker’s commission payments (for sales commissions earned), in accordance with Section 23 of this Agreement; (ii) Title policy premiums for any endorsements issued in connection with such policies that Seller elects to purchase to cover title issues, if any; (iii) Transfer taxes and conveyance fees on the sale and transfer of the Property; and (iv) Any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer100% of all title policy premiums, excise and/or documentary tax/stamps including search costs and any endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any all fees relating to the granting, executing and recording of the deed at for the register of deeds office where the applicable Property is located and; Property; (ii) All costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; complete such financing and related documentary stamp tax and intangibles tax and/or mortgage tax; (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. ; and (iv) Mansion taxes. (e) Each party shall pay its own legal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (f) Seller -and and Buyer each shall be responsible for their own attorney's feespay one-half of all reasonable escrow fees charged by Escrow Agent.

Proration of Expenses and Payment of Costs and Recording Fees. (a) All real estate taxes, rollback taxes, personal property taxes, water and sewer use charges, and any other charges and assessments constituting a lien on the Property (collectively "Taxes and Assessments") due and payable on or before the Closing Date shall be remitted to the collecting authorities or to the Escrow Agent by Seller prior to or at Closing. (b) All rents shall be prorated as of the Closing Date with Buyer being credited for rent attributable to the day of Closing. (c) Seller and Buyer agree that each shall pay one-half of all rentsreasonable escrow fees charged by Escrow Agent. (d) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as "Seller's Closing Costs": (i) 100% of all Owner's Title Insurance policy premiums, utility charges including search costs but excluding any endorsements issued in connection with such policies; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property, including all costs and expenses, if any, of the County in the transfer of the IDB Documents to Buyer. (iii) All fees relating to the extent not payable directly to the utility supplier by Tenant)granting, executing and real estate taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis as recording of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property delivered hereunder but shall survive from the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:existing debt. (ae) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as "Buyer's Closing Costs": (i) the transfer, excise and/or documentary tax/stamps All Title Insurance policy premiums for any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; such policies; (ii) All costs and expenses in connection with Buyer's financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreementcomplete such financing and related documentary stamp tax and intangibles tax; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase I environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Seller prior to or at Closing. At Closing there shall be no adjustments between Buyer and Seller for Taxes and Assessments not yet due and payable on the Closing Date unless the payment of such Taxes and Assessments under the terms of the Lease is not the obligation of the Tenant), in which case Taxes and real estate taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) Assessments shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Date with Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment period prior to the Closing Date and Buyer responsible for the period from and after the Closing Date. For the avoidance of doubt, Seller’s obligation for Taxes and Assessments shall apply to all municipal license taxes, such Taxes and Assessments attributable to all days up to the Closing Date even if any, payable during such Taxes and Assessments are to be paid in arrears after the Closing Date. (b) All rents shall be prorated as of the Closing Date with Buyer being credited for rent attributable to the day of Closing through and including the last day of the calendar year month in which the Closing occurs Date occurs. (c) All security deposits under the Leases collected and corresponding not properly applied by Seller as of the Closing (and interest thereon if required by law or contract) must be transferred or credited to any period prior Buyer at Closing. As of the Closing, Buyer will assume each Seller’s obligations related to the date that Tenant became obligated security deposits but only to pay such amounts. At Closing:the extent they are credited or transferred to Buyer. (ad) Buyer Seller shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller shall pay: : (i) the transfer100% of all Title Policy premiums, excise and/or documentary tax/stamps including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Any transfer taxes and conveyance fees on the sale and transfer of the Property; (iii) Broker’s commission payments, in accordance with Section 24 of this Agreement; (iv) All fees relating to the granting, executing and recording of the deed at Deed for the register of deeds office where the applicable Property is located and; Property; (iiv) the recording fees necessary to record the discharges of any liens of record Any unpaid leasing commissions, tenant improvement allowances or other instruments necessary to convey title outstanding rent concessions related to the Property to Leases, whether or not due and payable. (e) Buyer in accordance shall pay or be charged with this Agreement; the following costs and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction. : (i) Title Policy premiums for any endorsements issued in connection with such policies other than a survey endorsement and endorsements that Seller elects to purchase to cover title issues, if any; and (ii) Buyer shall be responsible pay for the cost of its own survey, Phase I environmental reports study and due diligence investigations. Seller -and Buyer . (i) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by TenantSeller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing as Tenant is responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (b) Rent shall commence as of the Closing Date. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (i) 100% of the premium for a standard owner’s title policy issued in Florida in the amount of the Purchase Price (the “Owner’s Title Insurance”), including title search costs, but excluding any additional or extended coverage or endorsements requested by Buyer and issued in connection with such policy (Buyer acknowledges that Seller shall only be responsible for paying the underwriter component of the title premium in the amount of $62,373.80 and Seller shall not be responsible for paying any “agent” fees (or similar fees payable to any attorneys serving as agent), and real estate Buyer shall pay any such “agent” fees, if applicable); (ii) Transfer taxes and assessments conveyance fees on the sale and transfer of the Property. (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 23 of this Agreement; (iv) All fees relating to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis as granting, executing and recording of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property delivered hereunder but shall survive from the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:existing debt. (ad) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary taxOwner’s Title Insurance policy premiums for any additional/stamps extended coverage or endorsements requested by Buyer and issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; such policies; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreementcomplete such financing and related documentary stamp tax and intangibles tax; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively "Taxes and Assessments") due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, if the Closing Date shall occur within ten (10) days of the end of the month in which Closing occurs, Buyer and Seller agree that Buyer shall be credited with the following month's rent at Closing and Seller shall only be pro-rated entitled to retain any rents received by Seller that are attributable to the month following the month in which the Closing Date occurs and Buyer agrees to the extent paid. If that it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as "Seller's Closing shall occur before the actual real estate Costs": (i) 100% of all Owner's Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and special assessments payable during such year are known, conveyance fees on the apportionment of such taxes sale and assessments shall be upon the basis transfer of the real estate taxes Property. (iii) Broker's commission payments (for both leasing and assessments for the applicable Property payable during the immediately preceding year; provided thatsales commissions earned), if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration accordance with Section 23 of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay this Agreement; (iv) All fees relating to the other any amount required as a result granting, executing and recording of such adjustment and this covenant shall not merge with the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property delivered hereunder but from the existing debt. (v) $1,500,000.00 shall survive be deducted from the Closing. To Seller's proceeds at close by the extent applicable, Seller shall, Title Company and transferred directly to the extent not payable directly by Tenant, be responsible for Tenant to satisfy the payment required to Tenant pursuant to Paragraph 8 of all municipal license taxesthe 8th Amendment to Lease attached as Exhibit J. (vi) $150,000.00 shall be escrowed from the Seller's proceeds at close by the Title Company until any increase in property taxes attributable to the transfer of ownership of the Property has been determined. The amount so determined, divided by a capitalization rate of 7.88%, will be released to Buyer. The remainder of the escrow, if any, payable during the calendar year in which the Closing occurs and corresponding will be returned to any period prior to the date that Tenant became obligated to pay such amounts. Seller. (vii) At Closing:, Buyer shall receive a credit of $250,000.00 to reimburse Buyer for the costs of completing the Proposed Repair Scope referenced in Paragraph 3 and Exhibit A of the 8th Amendment to Lease. (aviii) At Closing, Buyer shall receive a credit of $425,000.00 to reimburse Buyer for the costs of completing a roof coating on the roof. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as "Buyer's Closing Costs": (i) the transfer, excise and/or documentary tax/stamps Title Insurance policy premiums for any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; such policies other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; (ii) all costs and expenses in connection with Buyer's financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreementcomplete such financing and related documentary stamp tax and intangibles tax; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Seller prior to or at Closing. At Closing there shall be no adjustments between Buyer and Seller for Taxes and Assessments not yet due and payable on the Closing Date unless the payment of such Taxes and Assessments under the terms of the Lease is not the obligation of the Tenant), and real estate taxes and assessments . (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that Closing Date with Buyer being credited for rent shall only be pro-rated attributable to the extent paid. If day of Closing shall occur before through and including the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis last day of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:Date occurs. (ac) Buyer Seller shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller shall pay: : (i) 100% of all Title Policy premiums, including search costs, but excluding any endorsements issued in connection with such policy other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the transfersale and transfer of the Property; (iii) Broker’s commission payments, excise and/or documentary tax/stamps in accordance with Section 24 of this Agreement; (iv) Any unpaid leasing commissions or tenant improvement allowances, or outstanding rent concessions related to the Lease, whether or not due and payable; and (v) All fees relating to the granting, executing and recording of the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the deed at the register of deeds office where the applicable Property is located and; from the existing debt. (iid) Buyer shall pay or be charged with the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; following costs and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction. : (i) Title Policy premiums for any endorsements issued in connection with such policy other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and (iii) Buyer shall be responsible pay for the cost of its own survey, Phase I environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant)Seller prior to or at Closing. At Closing, Buyer shall receive a credit equal to the amount of Taxes and Assessments which Tenant has remitted to Seller pursuant to the Lease for the current lease year, and real estate taxes which relate to Taxes and assessments Assessments due and payable after the Closing Date. There shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, if the Closing Date shall occur within ten (10) days of the end of the month in which Closing occurs, Buyer and Seller agree that Buyer shall be credited with the following month’s rent at Closing and Seller shall only be pro-rated entitled to retain any rents received by Seller that are attributable to the month following the month in which the Closing Date occurs and Buyer agrees to the extent paid. If that it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing shall occur before the actual real estate Costs”: (i) 100% of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and special assessments payable during such year are known, conveyance fees for the apportionment of such taxes sale and assessments shall be upon the basis transfer of the real estate taxes Property. (iii) Broker’s commission payments (for both leasing and assessments for the applicable Property payable during the immediately preceding year; provided thatsales commissions earned), if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration accordance with Section 23 of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay this Agreement; (iv) All fees relating to the other any amount required as a result granting, executing and recording of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible and for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing: (a) Buyer shall pay: (i) the premium and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction; and (b) Seller shall pay: (i) the transfer, excise and/or documentary tax/stamps costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the deed at the register of deeds office where the applicable Property is located and; (ii) from the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible for the cost of its own survey, environmental reports and due diligence investigations. Seller -and Buyer shall be responsible for their own attorney's feesexisting debt.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Leases. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to retain any rents received by Seller that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (c) Seller shall pay such amounts. At Closingor be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (ai) 100% of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property shall be paid by Seller; (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 24 of this Agreement; and (iv) All fees relating to the granting, executing and recording of the Deed for each Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps Title Insurance policy premiums for any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; such policies other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreementcomplete such financing and related documentary stamp tax and intangibles tax; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively, the “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to retain any rents received by Seller that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to pay such amounts. At month which was adjusted at Closing:, it will refund such amount to Seller as soon as reasonably possible. (ac) Buyer Seller shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller shall pay: (i) the transfer, excise and/or documentary tax/stamps in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer transaction which costs shall be responsible for the cost of its own survey, environmental reports and due diligence investigations. Seller -and Buyer shall be responsible for their own attorney's feesreferred to as “Seller’s Closing Costs”:

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Seller prior to or at Closing. At Closing there shall be no adjustments between Buyer and Seller for Taxes and Assessments not yet due and payable on the Closing Date unless the payment of such Taxes and Assessments under the terms of the Lease is not the obligation of the Tenant), and real estate taxes and assessments . (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that Closing Date with Buyer being credited for rent shall only be pro-rated attributable to the extent paid. If day of Closing shall occur before through and including the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis last day of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:Date occurs. (ac) Buyer Seller shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller shall pay: : (i) 50% of all Title Policy premiums, including search costs and any endorsements issued in connection with such policy, if any; (ii) Documentary stamp taxes and conveyance fees on the transfersale and transfer of the Property; (iii) Broker’s commission payments, excise and/or documentary tax/stamps in accordance with Section 24 of this Agreement; (iv) Any unpaid leasing commissions or tenant improvement allowances, or outstanding rent concessions related to the Lease, whether or not due and payable; and (v) All fees relating to the granting, executing and recording of the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the deed at the register of deeds office where the applicable Property is located and; from the existing debt. (iid) Buyer shall pay or be charged with the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; following costs and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction. : (i) 50% of all Title Policy premiums, including search costs and any endorsements issued in connection with such policy, if any; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and (iii) Buyer shall be responsible pay for the cost of its own survey, Phase I environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller Sellers and Buyer agree that all rentsutility charges, utility charges (to the extent not payable directly to the utility supplier by Tenant), and real estate taxes taxes, assessments and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent shall only be pro-rated with Buyer have the benefit of all income and the obligation of all expenses relating to the extent paidClosing Date. Prior to the Closing Date, Seller and Buyer shall take such action as may be necessary to cause all utilities to be transferred to Buyer’s name as of the Closing Date, however Seller shall remain liable for charges for services accruing prior to the Closing Date. Seller will, upon request and at no cost or expense to Seller, cooperate in such transfer process. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; , provided that, if the real estate taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller Sellers and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller Sellers or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property deeds delivered hereunder but shall survive the Closing. To Buyer and Seller’s principal, Xxxxxx Xxxxxxxx, will enter into a tax proration agreement at Closing, reasonably satisfactory to Buyer’s counsel, providing for payment as necessary to correct the extent applicable, Seller shall, settlement at Closing to reflect the extent not payable directly by Tenant, actual taxes and assessments. Sellers shall be responsible for the payment of all municipal license taxes, if any, taxes payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to Closing Date. Sellers shall pay such amountsall fees (including defeasance and yield maintenance costs and 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 any Property not expressly assumed in writing by Buyer. At Closing: (a) Buyer shall pay: (i) the The premium and related charges for an owner's ’s title insurance policy for each Property to be issued to Buyer shall be paid by Seller. The premium and related charges for any lender’s title insurance policy, together with any endorsements to the owner’s title insurance policy and lender’s title insurance policy, shall be paid by Buyer; . If Buyer assumes the Tanglewood Loan, Buyer shall be responsible for all fees and costs charged by Lender (iibut, not Seller) associated with the Assumed Debt. The recording fees necessary to record the deed and mortgage documents at the register of deeds office where the for each Property is located; and (iii) one half of any escrow fees charged shall be paid by the Escrow Agent in connection with this transaction; and (b) Seller shall pay: (i) the transferBuyer. The transfer tax, documentary stamp tax, and/or excise and/or documentary tax/stamps , if any, payable in connection with the recording recoding of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged shall be paid by the Escrow Agent in connection with this transactionSeller. Buyer shall be responsible for the cost of its own surveysurveys (including the cost, if any, of any update to Seller’s existing survey requested by Buyer), environmental reports studies and due diligence investigations. Seller -and and Buyer shall be responsible for their own attorney's ’s fees. Seller and Buyer each shall pay one-half of all escrow and closing fees charged by the Title Insurer. Each party shall pay the costs of any consultants that said party may engage to assist such party with the completion and/or processing of the Loan Assumption Documents. Any proration of revenues and expenses which are not known as of the Closing Date shall be completed by Seller and Buyer promptly after the Closing Date, with a final reconciliation to be completed by no later than ninety (90) days after the Closing Date, and this provision shall survive Closing. (a) Each Seller and its respective Operator shall retain its respective right, title and interest in and to all unpaid accounts receivable and its responsibility for all unpaid accounts payable with respect to the Property which relate to the period prior to the Closing Date, including, but not limited to, any accounts receivable arising from rate adjustments which relate to such period even if such adjustments occur after the Closing Date. Buyer shall hold (or shall cause Ridgeline to hold) in trust for the applicable Seller or Operator any funds which are received by it as payment of such accounts receivable; and Buyer shall pay or cause Ridgeline to pay the monies collected in respect thereof (net of actual collection costs) to or as directed by Seller and Operator at the end of each calendar month, accompanied by a statement showing the amount collected on each such account. Seller shall, and Seller shall cause each Operator, to hold in trust for Buyer or, if directed by Buyer, Ridgeline, any funds which are received by it as payment of accounts receivable for the period commencing on the Closing Date; and Seller shall pay or cause its applicable Operator to pay the monies collected in respect thereof (net of actual collection costs) to or as directed by Buyer at the end of each calendar month, accompanied by a statement showing the amount collected on each such account. (b) On the Closing Date, Seller shall cause each Operator to provide Buyer with a schedule setting forth by Resident the outstanding accounts receivable of the Property as of the Closing Date and showing dates of service related to each such outstanding account receivable (the “Pre-Closing Date AR”). (i) If such payments either specifically indicate on the accompanying remittance advice, or if the parties agree in their reasonable discretion, that they relate to the Pre-Closing Date AR, they shall either be retained by the applicable Seller or Operator if received by Seller or Operator, or if they have been received by Buyer or Ridgeline, they shall be remitted to the applicable Seller or Operator, along with the applicable remittance advice, promptly, but in no event more than ten (10) days, after receipt thereof; (ii) If such payments indicate on the accompanying remittance advice, or if the parties agree in their reasonable discretion, that they relate to the services rendered or goods sold on or after the Closing Date, they shall be retained by Buyer if received by Buyer or Ridgeline, or if they have been received by a Seller or Operator, they shall be remitted to or as directed by Buyer promptly, but in no event more than ten (10) days, after receipt thereof; (iii) If such payments do not indicate on the accompanying remittance advice the period to which the payment applies, and if the parties are unable to agree as to the periods to which the payments relate (a “Non-Designated Payment”), the parties shall assume that each Non-Designated Payment relates to the newest outstanding unpaid receivables and, based on such assumption, the portion thereof which relates to services provided or goods sold after the Closing Date shall be retained by Buyer and the balance, if any, shall be remitted to the applicable Seller or Operator, but in no event more than ten (10) days, after receipt thereof. (c) Seller acknowledges and agrees that Buyer’s only obligation under this Section shall be to forward payments on the Pre-Closing Date AR if and as received by Buyer or Ridgeline and that neither Buyer nor Ridgeline shall have an affirmative obligation to attempt to collect the Pre-Closing Date AR for the benefit of a Seller or Operator. (d) The provisions of this Section 2 shall survive Closing.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable prior to the extent not payable directly Closing Date shall be remitted to the utility supplier collecting authorities by Tenant), and real estate taxes and assessments (Tenant prior to the extent not payable directly to the taxing authority by Tenant) Closing. There shall be prorated on a calendar-year basis no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing as Tenant is responsible for all such Taxes and Assessments due in accordance with the provisions of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments Leases. (b) All rents collected for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing occurs and corresponding to or any period prior month thereafter shall be prorated as of the Closing Date with Buyer being credited for rent attributable to the date that Tenant became obligated day of Closing. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to pay such amounts. At Closingas “Seller's Closing Costs”: (ai) 100% of all Owner's Title Insurance policy premiums, including search costs and any endorsements Seller agrees to obtain pursuant to Section 6 of this Agreement to resolve a title matter objected to by Buyer in connection with such policy, but excluding any costs to issue extended coverage over standard exceptions); (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property; (iii) Broker's commission payments related to the sale of the Property in accordance with Section 23 of this Agreement; and (iv) All fees relating to the granting, executing and recording of the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer's Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps all costs and expenses in connection with Buyer's financing, including appraisal, points, commitment fees and the recording like, costs for the filing of the deed at the register of deeds office where the applicable Property is located all documents necessary to complete such financing and related documentary stamp tax and intangibles tax, and any title insurance and endorsements required by Buyer's lender; and; (ii) the recording fees necessary Any costs associated with extended coverage over standard exceptions with respect to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer Owner's Title Insurance Policy and, except as set forth in accordance Section 4(c)(i) above, any endorsements issued in connection with this Agreementany such Owner's Title Insurance Policy; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. (a) Except as set forth in the Lease, all real estate taxes, rollback taxes, personal property taxes, water and sewer use charges, and any other charges and assessments constituting a lien on the Property for which Seller is responsible (collectively “Taxes and Buyer agree that all rents, utility charges (Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, if the Closing Date shall occur within ten (10) days of the end of the month in which Closing occurs, Buyer and Seller agree that Buyer shall be credited with the following month’s rent at Closing and Seller shall only be pro-rated entitled to retain any rents received by Seller that are attributable to the month following the month in which the Closing Date occurs and Buyer agrees to the extent paidthat it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. If Any refund payable to Seller will be paid by Buyer within 7 days after receipt of the applicable rent payment from Tenant. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing shall occur before the actual real estate Costs”: (i) 100% of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and special assessments payable during such year are known, conveyance fees on the apportionment of such taxes sale and assessments shall be upon the basis transfer of the real estate taxes Property. (iii) Broker’s commission payments (for both leasing and assessments for the applicable Property payable during the immediately preceding year; provided thatsales commissions earned), if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration accordance with Section 23 of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay this Agreement; (iv) All fees relating to the other any amount required as a result granting, executing and recording of such adjustment and this covenant shall not merge with the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property delivered hereunder but shall survive from the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:existing debt. (ad) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps Title Insurance policy premiums for any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; such policies other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreementcomplete such financing and related documentary stamp tax and intangibles tax; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study- and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Leases. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to retain any rents received by Seller that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (c) Seller shall pay such amounts. At Closingor be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (ai) 100% of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property shall be paid by Seller; (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 23 of this Agreement; and (iv) All fees relating to the granting, executing and recording of the Deed for each Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps Title Insurance policy premiums for any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; such policies other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreementcomplete such financing and related documentary stamp tax and intangibles tax; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant)Seller prior to or at Closing. At Closing, Buyer shall receive a credit equal to the amount of Taxes and Assessments which Tenant has remitted to Seller pursuant to the Lease, and real estate taxes which relate to Taxes and assessments Assessments due and payable after the Closing Date. There shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to retain any rents received by Seller that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to pay such amounts. At month which was adjusted at Closing:, it will refund such amount to Seller as soon as reasonably possible. (ac) Buyer Seller shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller shall pay: : (i) One-half of all Owner’s Title Insurance policy premiums, including search costs, a survey endorsement and any other endorsements issued in connection with such policies (subject to Section 4(c)(ii) below); (ii) 100% of any endorsements that Seller elects to purchase to cover title issues, if any; (iii) One-half of all transfer taxes and conveyance fees on the transfersale and transfer of the Property; (iv) Broker’s commission payments (for both leasing and sales commissions earned), excise and/or documentary tax/stamps in accordance with Section 24 of this Agreement; and (v) All fees relating to the granting, executing and recording of the Deed (defined below) for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the deed at the register of deeds office where the applicable Property is located and; from the existing debt. (iid) Buyer shall pay or be charged with the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; following costs and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction. : (i) One-half of all Owner’s Title Insurance policy premiums, including search costs, a survey endorsement and any other endorsements issued in connection with such policies, other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) One-half of all transfer taxes and conveyance fees on the sale and transfer of the Property; (iii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees, Lender’s Title Insurance Policy premiums, if any, and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and (iv) Buyer shall be responsible pay for the cost of its own survey, Phase I environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. Taxes and real estate taxes and assessments Assessments payable shall be adjusted as of the Closing Date.. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that Closing Date with Buyer being credited for rent shall only be pro-rated attributable to the extent paid. If day of Closing shall occur before through and including the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis last day of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing occurs and corresponding Date occurs. Seller agrees to the extent that it receives any rent attributable to any period prior to the date that Tenant became obligated to after Closing, it will pay such amounts. At Closing:amount to Buyer as soon as reasonably possible. (ac) Buyer Seller shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller shall pay: : (i) 100% of all Title Policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the transfersale and transfer of the Property; (iii) Broker’s commission payments (for both leasing and sales commissions earned), excise and/or documentary tax/stamps in accordance with Section 23 of this Agreement; and (iv) All fees relating to the granting, executing and recording of the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the deed at the register of deeds office where the applicable Property is located and; from the existing debt. (iid) Buyer shall pay or be charged with the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; following costs and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction. : (i) Title Policy premiums for any endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and (iii) Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. . (e) Each party shall pay its own legal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (f) Seller -and and Buyer each shall be responsible for their own attorney's feespay one-half of all reasonable escrow fees charged by Escrow Agent.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. Taxes and Assessments payable by the Tenant shall be adjusted as of the Closing Date. Due to the fact that Dollar General shall reimburse real estate taxes from the date of rent commencement and assessments said taxes are billed in arrears, the real estate tax proration shall be based on the date of rent commencement with the Buyer receiving said reimbursement at year end. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to retain any rents received by Seller that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (c) Seller shall pay such amounts. At Closingor be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (ai) Up to $9,000.00 of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property shall be paid by Seller, if any; (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 24 of this Agreement; and (iv) All fees relating to the granting, executing and recording of the Deed for each Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transferAll amounts in excess of $9,000.00 for Title Insurance policy premiums, excise and/or documentary tax/stamps including search costs and a survey endorsement, and all costs for any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreementcomplete such financing and related documentary stamp tax and intangibles tax; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. (a) All unpaid real estate taxes, rollback taxes, personal property taxes, water and sewer use charges, and any other charges and assessments constituting a lien on the Property (collectively "Taxes and Assessments") due and payable on or before the Closing Date shall be remitted to the collecting authorities or to the Escrow Agent by Seller or the applicable Tenant prior to or at Closing. At Closing, Seller shall assign to Buyer all escrows for Taxes and Assessments (as well as insurance premiums, if applicable) which Tenant has remitted to Seller, if any, pursuant to the Lease, and which relate to Taxes and Assessments (and insurance premiums, if applicable) due and payable after the Closing Date. At Closing the Property shall be conveyed to Buyer agree subject to Taxes and Assessments for the year of Closing, not yet due and payable on the Closing Date. (b) Rents (excluding security deposits, which shall be assigned or credited to Buyer at Closing) payable under the Tenant Leases (collectively, the "Rents") for the Property or portions thereof shall be prorated as of 12:01 a.m., central standard time on the Closing Date, Seller shall receive the Rents for the month that all rentsthe Closing Date occurs (the "Closing Month's Rents") and give Buyer a credit for Buyer's portion of the Closing Month's Rents. Buyer shall have no liability to Seller for the Closing Month's Rents, utility charges (except to the extent not payable directly to the utility supplier actually collected by Tenant)Buyer, and real estate taxes and assessments Buyer agrees to use commercially reasonable efforts to collect such Rents (but shall in no event have any obligation to institute legal action in connection with such efforts). If any Closing Month's Rents remain uncollected sixty (60) or more days following the extent not payable directly Closing Date, Seller shall have the right to the taxing authority by Tenant) shall be prorated on a calendar-year basis as pursue collection of the date of Closingany outstanding Closing Month's Rents; provided, however, that rent Seller shall only be pro-rated not have the right to institute eviction proceedings or otherwise disturb the extent paidpossessory rights of any tenants. If Amounts collected by Buyer from tenants owing the Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments Month's Rents shall be upon applied first to current amounts owed by such tenant and accruing on or after the basis of the real estate taxes and assessments for the Closing Date, then to any Closing Month's Rents. Any such amounts applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which to Closing occurs are thereafter determined Month's Rents received by Buyer shall be promptly forwarded to Seller. All security deposits received by Seller from any tenant under an existing Tenant Lease shall be more or less than the real estate taxes and assessments payable during the preceding year, paid over to Buyer. (e) Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge or be charged with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs following costs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing: (a) Buyer shall pay: (i) the premium and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller transaction which costs shall pay: be referred to as "Seller's Closing Costs": (i) 100% of all basic Title Policy premiums, including search costs, but excluding any premiums for endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any. Seller and Buyer shall reasonably cooperate to minimize the transfercost of the Title Policy premiums. Buyer agrees to limit the number of policies obtained by combining Properties and insureds in a title policy if it is commercially reasonable to do so (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property; (iii) Broker's commission payments (for both leasing and sales commissions earned but excluding leasing commission with respect to options or renewals exercisable after the Closing Date); and (iv) All fees relating to the granting, excise and/or documentary tax/stamps executing and recording of the Deed for each Property (to the extent local custom and practice so provide, otherwise such amounts to be paid by Buyer) and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the deed at the register of deeds office where the applicable Property is located and; from the existing debt. (iid) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall pay or be responsible for charged with the cost of its own survey, environmental reports following costs and due diligence investigations. Seller -and Buyer shall be responsible for their own attorney's feesexpenses in

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, ad valorem and Buyer agree that all rentspersonal property taxes and other state, utility county and municipal taxes, charges and assessments constituting a lien on the Property (collectively, the “Real Estate Taxes ”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), and real estate taxes and assessments (Seller prior to the extent not payable directly to the taxing authority by Tenant) or at Closing. There shall be no proration of Real Estate Taxes and Assessments not yet due and payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease as of the Closing Date. (b) Rents that have been collected for the month of the Closing will be prorated on a calendar-year basis at the Closing, effective as of the date of the Closing; provided. At Closing, Sellers shall furnish to Buyer a schedule of all rents which are then due and payable but which have not been collected. With regard to rents that are uncollected as of the Closing Date, (i) no proration will be made at the Closing, (ii) Buyer will make a reasonable effort after the Closing to collect the rents in the usual course of Buyer’s operation of the Property, but shall not be obligated to incur any extraordinary cost or expense in connection therewith, and (iii) Buyer will apply all rents collected (A) first to the then-current month’s rental obligation due from such Tenant, (B) then second towards delinquent rents owed to Sellers with respect to the period prior to the Closing Date, and (C) then third towards any delinquent amounts relating to the period from and after the Closing Date. It is further agreed, however, that rent Buyer will not be obligated to institute any lawsuit or other collection procedures to collect uncollected rents and Sellers shall only be pro-rated entitled to sxx the Tenant to collect same (provided that Seller shall not seek termination of Tenant’s Lease). Rents collected by Buyer after the Closing Date, to which Seller is entitled, shall be promptly paid to Seller. As of the Closing Date, Buyer shall be entitled to a credit for any unapplied security or other deposits under the Lease, together with a credit for interest thereon to the extent paidthat such deposits are required, by law or pursuant to any Lease, to bear interest. If After the Closing, Buyer will assume full responsibility for the security deposit and advance rental deposit (if any) of the Tenant of the Property currently held by Seller, which items (together with interest thereon as aforesaid, if applicable) will be itemized by Seller and transferred and paid over to Buyer at the Closing. (c) Sellers shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Sellers’s Closing shall occur before Costs”: (i) Title Commitment issuance and Owner’s Title Insurance policy (the actual real estate “Title Policy”) premiums, including search and exam costs and for extended coverage, but excluding any other endorsements issued in connection with such policies; (ii) County, state and local transfer taxes and special assessments payable during such year are known, conveyance fees on the apportionment of such taxes sale and assessments shall be upon the basis transfer of the real estate taxes Property. (iii) Broker’s commission payments (for both leasing and assessments for the applicable Property payable during the immediately preceding year; provided thatsales commissions earned), if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration accordance with Section 23 of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay this Agreement; (iv) All fees relating to the other any amount required as a result granting, executing and recording of such adjustment and this covenant shall not merge with the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property delivered hereunder but shall survive from the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment existing debt; and (v) one-half of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:escrow fees. (ad) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps Title Policy premiums for any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; such policies; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees, loan title insurance commitment issuance and Loan title insurance policy premiums, including search and exam costs and all Lender requested endorsements, and costs for the recording fees filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; complete such financing and related documentary stamp tax and intangibles tax; (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, the zoning report, Phase 1 environmental reports study, engineering report and other due diligence investigations. Seller -and Buyer ; and (iv) one-half of all escrow fees. (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller and Buyer agree that all rentsutility charges, utility charges (to the extent not payable directly to the utility supplier by Tenant), and real estate taxes taxes, assessments and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent however Buyer’s obligation to pay its share of such amounts shall only be pro-rated subject to the extent paidobligation of Tenant under the Master Lease. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; , provided that, if the real estate taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, shall be responsible for the payment of all municipal license taxes, if any, taxes payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date Closing Date, and the Master Lease shall require that Tenant became obligated pay all such amounts from and after the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all loans secured by a deed of trust encumbering the Property. Buyer and Seller shall each pay their own attorney’s fees related to pay such amountsthe preparation of this Agreement and, except as otherwise provided herein, all documents required to settle the transaction contemplated hereby. At Closing: (a) Except as otherwise provided herein, Buyer shall pay: pay (i) all costs associated with its investigation of the premium Property, including the cost of appraisals, architectural, engineering, credit and related charges for environmental reports; (ii) the cost of any endorsements to the owner's ’s title insurance policy to be issued to Buyer; (iiiii) the recording costs of the premium and related charges for a lender’s title insurance policy, together with any endorsements to the lender’s title insurance policy; (iv) all recordation fees; and (v) one-half of all escrow and closing fees necessary to record charged by the deed Title Insurer. Seller shall pay (1) the costs of the title search and mortgage documents at the register owner’s extended coverage title insurance premiums, (2) all transfer, assumption or waiver fees associated with any association, declarant or easement holder that holds any right in any portion of deeds office where the Property; and (3) one-half of all escrow and closing fees charged by the Title Insurer. The parties believe that there is no transfer tax and documentary stamp tax in Mississippi, however if any such taxes should apply, they shall be paid by Seller. Any and all other purchase and sale closing costs shall be paid in accordance with the custom of the local jurisdiction in which the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction; and (b) Seller shall pay: (i) the transfer, excise and/or documentary tax/stamps in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible for the cost of its own survey, environmental reports and due diligence investigations. Seller -and Buyer shall be responsible for their own attorney's fees.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Leases. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing (provided that the cash portion of the Acquisition Price is available to Seller no later than 2:00 p.m. on the Closing Date, otherwise Seller shall be entitled to such rent) through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to all rents that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (c) Seller shall pay such amounts. At Closingor be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (ai) 100% of all Owner’s Title Insurance policy premiums, including search costs and any standard and customary endorsements issued in connection with such policies; provided, that Buyer will cooperate with Seller to minimize the cost of the same; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Properties; and (iii) All fees relating to the granting, executing and recording of the Deed for each Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording like and costs for the filing of the deed at the register of deeds office where the applicable Property is located all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller and Buyer agree that all rents, utility charges (to the extent not payable directly to the utility supplier by Tenant), and real estate taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. , To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing: (a) Buyer shall pay: (i) the premium and related charges for owner's ’s title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction; and (b) Seller shall pay: (i) the transfer, excise and/or documentary tax/stamps in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible for the cost of its own survey, environmental reports and due diligence investigations. Seller -and and Buyer shall be responsible for their own attorney's ’s fees

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Leases. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of Closing; provided. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (i) 100% of all owner’s Title Policy premiums and search costs (it being understood and agreed, however, that rent any endorsements issued in connection with such Title Policy shall only be pro-rated at Buyer’s sole cost and expense); (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property shall be paid by Seller; (iii) Broker’s commission payments to Broker, in accordance with Section 24 of this Agreement; and (iv) All fees relating to the extent paid. If Closing shall occur before the actual real estate taxes granting, executing and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis recording of the real estate taxes Deed for each Property and assessments for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property payable during from the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:existing debt. (ad) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording like and costs for the filing of the deed at the register of deeds office where the applicable Property is located all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study, Title Policy endorsements and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller Parties, Tenant and Buyer agree that all rentsincome, utility charges (to revenue and expenses of the extent not payable directly to the utility supplier by Tenant), and real estate taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) Property shall be prorated on a calendar-year basis as of the date of Closing; provided, howeversuch that Seller Parties receive the income and revenue from and is responsible for the expenses of the Property up to and including the day preceding the Closing Date, that rent and Buyer receives the income and revenue from and is responsible for the expenses of the Property on and after the Closing Date, including without limitation all utility charges, real estate taxes, assessments, however Buyer’s obligation to pay its share of such amounts shall only be pro-rated subject to the extent paidobligation of Tenant to pay same pursuant to the terms of the Master Lease, and Buyer shall have no obligation to pay a Seller Party or any other party any amount that is the obligation of Tenant under the Master Lease from and after Closing. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; , provided that, if the real estate taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller Parties and Buyer Tenant promptly shall adjust the proration of such taxes and assessmentsspecial assessments as provided in the Operations Transfer Agreement, and Seller Parties or BuyerTenant, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property deed(s) delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, Parties shall be responsible for the payment of all municipal license taxes, if any, taxes payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date Closing Date, and the Master Lease shall require that Tenant became obligated to pay all such amountsamounts from and after the Closing Date. At Closing: Seller shall pay all fees (a) Buyer shall pay: (i) including defeasance 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. The premium and related charges for an owner's ’s title insurance policy to be issued to Buyer shall be paid by Seller. The premium and related charges for a lender’s title insurance policy, together with any endorsements to the owner’s title insurance policy and lender’s title insurance policy, shall be paid by Buyer; (ii) the . The recording fees necessary to record the deed and mortgage documents deed(s) at the register of deeds office where the each Property is located; and (iii) one half of any escrow fees charged located shall be paid by the Escrow Agent in connection with this transaction; and (b) Seller shall pay: (i) the transferBuyer. The transfer tax, documentary stamp tax, and/or excise and/or documentary tax/stamps , if any, payable in connection with the recording recoding of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged shall be paid by the Escrow Agent in connection with this transactionSeller. Buyer shall be responsible for the cost of its own surveysurveys (including the cost, if any, of any update to Seller’s existing survey requested by Buyer), Phase 1 environmental reports studies and due diligence investigations. Seller -and Parties, Tenant, Guarantor and Buyer shall be responsible for their own attorney's ’s fees. Seller and Buyer each shall pay one-half of all escrow and closing fees charged by the Title Company.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, water and Buyer agree that all rents, utility charges (to the extent not payable directly to the utility supplier by Tenant)sewer use charges, and real estate taxes any other charges and assessments constituting a lien on the Property (to the extent not payable directly to the taxing authority by Tenantcollectively “Taxes and Assessments”) shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and between Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, follows: (i) Seller shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for that portion of the payment Taxes and Assessments equal to (x) the total of all municipal license taxes, if any, the Taxes and Assessments due and payable during the calendar year in which the Closing occurs and corresponding to any period occurs, multiplied by (y) a fraction, the numerator of which shall be the number of days in such calendar year prior to the date that Tenant became obligated to pay such amounts. At Closing:Closing Date, and the denominator of which shall be 365; and (a) Buyer shall pay: (i) the premium and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction; and (b) Seller shall pay: (i) the transfer, excise and/or documentary tax/stamps in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible for that portion of the Taxes and Assessments equal to (x) the total such taxes due and payable during the calendar year in which the Closing occurs, multiplied by (y) a fraction, the numerator of which shall be the number of days in such calendar year occurring on and subsequent to the Closing Date, and the denominator of which shall be 365. (b) All rents (including operating expense and real estate tax contributions or reimbursements and similar charges (collectively, “Tenant Pass-Throughs”)), credits, security deposits and set-offs due or required to be paid under or by reason of the Leases shall be adjusted pro-rata by appropriate credit to the Seller or Buyer (as the case may be) on the Closing Date. If, at the Closing Date, any Tenant is in arrears in the payment of rents, Seller will disclose the same to Buyer in writing or on the Rent Roll and such amounts shall not be adjusted on the Closing Date. Prior to the Closing Date, Seller shall use Seller’s current business practices to collect such arrearages. Buyer shall use reasonable efforts to collect any such arrearages after the Closing Date, and Buyer shall turn over to Seller the arrearages so collected, less the reasonable cost of its own surveycollection thereof, environmental reports and due diligence investigations. Seller -and if any; provided, however, Buyer shall only be responsible obligated to do so for a period of ninety (90) days after the Closing Date. After such ninety (90) day period, Seller may seek to collect the arrearages by legal action. All rents collected by Buyer after the Closing Date (except for amounts specifically billed and paid as end of year reconciliation payments for Tenant Pass-Throughs, which shall be separately accounted for and allocated, pro rata, between Seller and Buyer as their own attorney's feesinterest may appear) shall be first applied to rents payable after the Closing Date and only the excess thereof shall be paid over to Seller on account of the arrearages. To the extent that items to be apportioned hereunder may be required to be paid directly by a Tenant under its Lease, same shall not be apportioned, provided, however, that such items shall have been paid by such Tenant currently through the month including the Closing Date. In addition, Seller shall (i) account to and turn over to Buyer any and all security deposits paid by existing Tenants (“Tenant Security Deposits”), or (ii) provide Buyer a credit against the Purchase Price in the amount of the Tenant Security Deposits. The provisions of this subparagraph (b) shall survive Closing and the delivery of the Deed and the Assignments (each, as defined below), and shall survive the expiration of this Agreement. (c) Accrued payments of debt service on account of the Loan shall be prorated as of the date immediately preceding the Closing Date together with a credit or debit for all escrows and reserves held by Lender or to be held by Lender pursuant to the Loan. (d) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”:

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant)Seller prior to or at Closing. At Closing, Buyer shall receive a credit equal to the amount of Taxes and Assessments which Tenant has remitted to Seller pursuant to the Lease, and real estate taxes which relate to Taxes and assessments Assessments due and payable after the Closing Date. There shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to retain any rents received by Seller that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to pay such amounts. At month which was adjusted at Closing:, it will refund such amount to Seller as soon as reasonably possible. (ac) Buyer Seller shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller shall pay: : (i) 100% of all Title Policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the transfersale and transfer of the Property; (iii) Broker’s commission payments (for both leasing and sales commissions earned), excise and/or documentary tax/stamps in accordance with Section 24 of this Agreement; (iv) Any outstanding tenant improvement allowance or rent abatements payable or granted to Tenant under the Lease; and (v) All fees relating to the granting, executing and recording of the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the deed at the register of deeds office where the applicable Property is located and; from the existing debt. (iid) Buyer shall pay or be charged with the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; following costs and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction. : (i) Title Policy premiums for any endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and (iii) Buyer shall be responsible pay for the cost of its own survey, Phase I environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. (a) All real estate taxes, rollback taxes, personal property taxes, water and sewer use charges, and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the collecting authorities or to the Escrow Agent by Seller prior to or at Closing. At Closing, Buyer shall receive a credit equal to the amount of Taxes and Assessments which Tenant has remitted to Seller pursuant to the Lease, and which relate to Taxes and Assessments due and payable after the Closing Date. There shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (b) All rents shall be prorated as of the Closing Date with Buyer agree that all rents, utility charges (being credited for rent attributable to the day of Closing through and including the last day of the calendar month in which the Closing Date occurs. Seller agrees to the extent not payable directly that it receives any rent attributable to any period after Closing, it will pay such amount to Buyer as soon as reasonably possible. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (i) 100% of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property. (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 23 `of this Agreement; (iv) All fees relating to the utility supplier by Tenant)granting, executing and real estate taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis as recording of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property delivered hereunder but shall survive from the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:existing debt. (ad) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps Title Insurance policy premiums for any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; such policies other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreementcomplete such financing and related documentary stamp tax and intangibles tax; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, ad valorem rollback taxes, personal property taxes, water and Buyer agree that sewer use charges, and any other charges and assessments on the Property (collectively “Taxes and Assessments”) for all rents, utility charges (periods prior to the extent not Closing Date for each Property that are due and payable directly on or before the Closing Date shall be remitted to the utility supplier by Tenant), and real estate taxes and assessments (collecting authorities or to the extent not payable directly to the taxing authority Escrow Agent by Tenant) shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or BuyerTenant, as the case may be, prior to or at Closing and Seller shall pay be entitled to all reimbursements from Tenants for Taxes and Assessments applicable to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Closing Date. Except as otherwise set forth herein, there shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing as Tenant became obligated is responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (b) All rents shall be prorated as of the Closing Date with Buyer being credited for rent attributable to the day of Closing. (c) Seller shall pay such amounts. At Closingor be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (ai) 100% of all Owner’s Title Insurance policy premiums, excluding any endorsements issued in connection with such policies; (ii) Any and all transfer taxes and conveyance fees on the sale and transfer of the Property shall be paid by Seller; (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 24 of this Agreement; and (iv) All fees relating to the granting, executing and recording of the Deed for each Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording like and costs for the filing of the deed at the register of deeds office where the applicable Property is located and; all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and ; and (iii) Any endorsements requested by Buyer to the Owner’s Title Insurance policy issued with respect to each Property. (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller and Buyer agree that all rentsutility charges, utility charges (to the extent not payable directly to the utility supplier by Tenant), and real estate taxes taxes, assessments and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent however Buyer’s obligation to pay its share of such amounts shall only be pro-rated subject to the extent paidobligations of Tenant under the Master Lease. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; , provided that, if the real estate taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, shall be responsible for the payment of all municipal license taxes, if any, taxes payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date Closing Date, and the Master Lease shall require that Tenant became obligated to pay all such amountsamounts from and after the Closing Date. At Closing: Seller shall pay all fees (a) Buyer shall pay: (i) including defeasance fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all loans secured by a deed of trust encumbering the Property. The premium and related charges for an owner's ’s title insurance policy to be issued to Buyer shall be paid by Buyer; (ii) . The premium and related charges for a lender’s title insurance policy, together with any endorsements to the owner’s title insurance policy and lender’s title insurance policy, shall be paid by Buyer. The recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction; and (b) Seller shall pay: (i) the transfer, excise and/or documentary tax/stamps in connection with the recording of the deed at the register of deeds office where the applicable each Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged shall be paid by the Escrow Agent Buyer. The transfer tax, documentary stamp tax, and/or excise tax, if any, payable in connection with this transactionthe recording of the deeds shall be paid by Seller. Buyer shall be responsible for the cost of its own surveysurveys (including the cost, if any, of any update to Seller’s existing survey requested by Buyer), Phase 1 environmental reports studies and due diligence investigations. Seller -and and Buyer shall be responsible for their own attorney's ’s fees. Seller and Buyer each shall pay one-half of all escrow and closing fees charged by the Title Insurer. Upon Closing, Seller shall reimburse Buyer for its actual, out-of-pocket third-party costs and expenses incurred in connection with Buyer’s diligence investigations of the Property (including the survey, engineering studies and Phase I Environmental Reports only), not to exceed Ten Thousand and No/100 Dollars ($10,000) per Property.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Leases. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of Closing. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller's Closing Costs”: (i) 100% of all Owner's Title Insurance policy premiums, including search costs and any endorsements issued in connection with such policies; provided, however, that rent the Seller shall only not be pro-rated responsible for Owner's Title Insurance policy premiums in excess of $6,000.00. (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property. (iii) Broker's commission payments (for both leasing and sales commissions earned) in accordance with Section 23 of this Agreement; (iv) All fees relating to the extent paid. If Closing shall occur before the actual real estate taxes granting and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis executing of the real estate taxes Assignment, Deed, or other instrument of transfer for the Property and assessments for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property payable during from the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:existing debt. (ad) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer's Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps all costs and expenses in connection with Buyer's financing, including appraisal, points, commitment fees and the recording like and costs for the filing of the deed at the register of deeds office where the applicable Property is located and; all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; (ii) all costs of recording the recording fees necessary to record the discharges of any liens of record Assignment, Deed, or other instruments necessary to convey title to instrument of transfer for the Property to Buyer in accordance with this Agreementfor the Property; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant)Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. At Closing, Buyer shall receive a credit equal to the amount of Taxes and Assessments which Tenant has remitted to Seller pursuant to the Lease, and real estate taxes which relate to Taxes and assessments Assessments due and payable after the Closing Date. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that Closing Date with Buyer being credited for rent shall only be pro-rated attributable to the extent paid. If day of Closing through and including the last day of the calendar month in which the Closing Date occurs. (c) Seller shall occur before pay or be charged with the actual real estate following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (i) 100% of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and special assessments payable during such year are known, conveyance fees on the apportionment of such taxes sale and assessments shall be upon the basis transfer of the real estate taxes Property. (iii) Broker’s commission payments (for both leasing and assessments for the applicable Property payable during the immediately preceding year; provided thatsales commissions earned), if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration accordance with Section 24 of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay this Agreement; (iv) All fees relating to the other any amount required as a result granting and executing of such adjustment and this covenant shall not merge with the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property delivered hereunder but shall survive from the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:existing debt. (ad) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps Title Insurance policy premiums for any endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; (ii) All fees relating to the recording of the deed at Deed for the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and Property; (iii) one half of any escrow fees charged by the Escrow Agent all costs and expenses in connection with this transaction. Buyer’s financing, including appraisal, points, commitment fees, title insurance premiums and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and (iv) Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant)Seller or Tenant prior to or at Closing. At Closing, Buyer shall receive a credit equal to the amount of Taxes and Assessments which Tenant has remitted to Seller pursuant to the Lease, and real estate taxes which relate to Taxes and assessments Assessments due and payable after the Closing Date. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, if the Closing Date shall occur within ten (10) days of the end of the month in which Closing occurs, Buyer and Seller agree that Buyer shall be credited with the following month’s rent at Closing and Seller shall only be pro-rated entitled to retain any rents received by Seller that are attributable to the month following the month in which the Closing Date occurs and Buyer agrees to the extent paidthat it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. If After Closing, Buyer shall apply all rents collected by Buyer, first to such tenant’s monthly rental for the month in which the Closing occurred, then rent for the month in which such rent was paid and, then to arrearages in the order in which they were due. Seller shall occur have the right to seek collection of any rents or other income applicable to any period before the actual real estate taxes and special assessments payable during such year Closing, but shall not be permitted to file an eviction action against Tenant. Any rent or other income received by either party after Closing which are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay owed to the other party shall be held in trust and promptly remitted to the other party. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (i) 100% of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any amount required as a result other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the sale and transfer of such adjustment the Property; (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 23 of this covenant shall not merge with Agreement; (iv) All fees relating to the granting, executing and recording of the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property delivered hereunder but shall survive from the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:existing debt. (ad) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transferTitle Insurance policy premiums for any Loan Policy of Title Insurance in connection with any loan obtained by Buyer, excise and/or documentary tax/stamps any endorsements thereto, and any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; Owner's Title Insurance Policy, other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreementcomplete such financing and related documentary stamp tax and intangibles tax; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. (a) At Closing, Seller and Buyer agree that all rents, utility charges (to the extent not payable directly to the utility supplier by Tenant), and shall adjust for real estate taxes and assessments (both general and special), municipal water and sewer charges, fuel and utility charges, such adjustments to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis calculated as of 11:59 PM on the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the day immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To The real estate tax adjustment shall be based on the extent applicableso called “Xxxxxxxxxx County Short Method.” Prior to the Closing, Seller shall, shall have paid or made binding arrangements to the extent not payable directly by Tenant, be responsible pay all service providers under service and maintenance contracts for the payment of all municipal license taxesProperty to which Seller is a party, if any, payable during for services rendered up to the calendar year in which the Closing occurs and corresponding to any period day prior to the date that Tenant became obligated to pay such amounts. At Closing:. (ab) Buyer Seller shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller shall pay: : (i) the transferBroker’s commission payments (for sales commissions earned), excise and/or documentary tax/stamps in accordance with Section 23 of this Agreement; (ii) Title policy premiums for any endorsements issued in connection with such policies that Seller elects to purchase to cover title issues, if any; and (iii) Any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the deed at Property from existing debt. (c) Buyer shall pay or be charged with the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; following costs and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction. : (i) 100% of all title policy premiums, including search costs and any endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property, including fees to record the Deed (as defined herein) for the Property; (iii) All costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the like and costs for the filing of all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and (iv) Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. . (d) Each party shall pay its own legal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (e) Seller -and and Buyer each shall be responsible for their own attorney's feespay one-half of all reasonable escrow fees charged by Escrow Agent.

Proration of Expenses and Payment of Costs and Recording Fees. Seller and Buyer agree that all rents, utility charges (a) Pursuant to the extent not payable directly to the utility supplier by Tenant)Leases, and real estate taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent shall only be pro-rated to the extent paid. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be Tenant is responsible for the payment of all municipal license real estate taxes, if anyrollback taxes, personal property taxes, margin or gross receipts taxes, water and sewer use charges, and any other charges and assessments constituting a lien on each Property (collectively, “Taxes and Assessments”) due and payable during with respect to each Property. Accordingly, at Closing there shall be no adjustments between Buyer and Sellers for Taxes and Assessments or any other items customarily apportioned in sales of real property in the calendar year jurisdiction in which each Property is located on the Closing occurs Date. Notwithstanding the foregoing, any unpaid Taxes and corresponding Assessments that are due and payable on or before the Closing Date shall be remitted to any period the collecting authorities or to the Escrow Agent by Sellers prior to the date that Tenant became obligated to pay such amounts. At or at Closing:. (ab) Pursuant to the Leases, Tenant is responsible for the payment of all utilities and other operating costs due and payable with respect to each Property (collectively, “Operating Costs”). Accordingly, at Closing there shall be no adjustments between Buyer and Sellers for Operating Costs. Notwithstanding the foregoing, any unpaid Operating Costs that are due and payable on or before the Closing Date shall pay: be remitted to the collecting authorities or to the Escrow Agent by Seller prior to or at Closing. Sellers and Buyer acknowledge and agree that, (i) with respect to the premium Lease for the Texas Property, the Service Contracts shall be retained by Lincoln Tech, as Tenant under such Lease, and related charges for owner's title insurance policy to be issued to Buyer; (ii) with respect to the recording fees necessary Lease for the Colorado Property, the Service Contracts shall assigned to record Lincoln Tech by LTI Holdings (the deed “Assignment of Colorado Service Contracts”) and mortgage documents at shall be retained by Lincoln Tech as Tenant under such Lease. (c) Sellers shall pay or be charged with the register of deeds office where the Property is located; following costs and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller shall pay: (i) the transfer, excise and/or documentary tax/stamps in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer which costs shall be responsible for the cost of its own survey, environmental reports and due diligence investigations. Seller -and Buyer shall be responsible for their own attorney's feescollectively referred to as “Sellers’ Closing Costs”:

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rents, utility charges (to the extent not payable directly to the utility supplier by Tenant)sewer use charges, and real estate taxes any other charges and assessments constituting a lien on the Property (collectively "Taxes and Assessments") due and payable on or before the Closing Date are to be paid by the extent Tenant under the Lease. There shall be no closing adjustments between the parties for Taxes and Assessments not yet due and payable directly to at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the taxing authority by Tenantprovisions of the Lease. (b) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month's rent at Closing and Seller shall pay be entitled to retain any rents received by Seller that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to pay such amounts. At month which was adjusted at Closing:, it will refund such amount to Seller as soon as reasonably possible. (ac) Buyer Seller shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; transaction which costs shall be referred to as "Seller's Closing Costs": 100% of all Title Policy (as defined in Section 13 of this Agreement) premiums, including search costs and (b) Seller shall pay: (i) the transfera survey endorsement, excise and/or documentary tax/stamps but excluding any other endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording fees necessary such policies other than endorsements that Seller elects to record the discharges of any liens of record or other instruments necessary purchase to convey cover title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible for the cost of its own surveyissues, environmental reports and due diligence investigations. Seller -and Buyer shall be responsible for their own attorney's feesif any;

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Leases. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing (provided that the Purchase Price is available to Seller no later than 2:00 p.m. on the Closing Date, otherwise Seller shall be entitled to such rent) through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to all rents that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (c) Seller shall pay such amounts. At Closingor be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (ai) 100% of all Owner’s Title Insurance policy premiums, including search costs and any standard and customary endorsements issued in connection with such policies; provided, that Buyer will cooperate with Seller to minimize the cost of the same; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property; (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 24 of this Agreement; and (iv) All fees relating to the granting, executing and recording of the Deed for each Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording like and costs for the filing of the deed at the register of deeds office where the applicable Property is located all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller and Buyer agree that all rentsutility charges, utility charges (to the extent not payable directly to the utility supplier by Tenant), and real estate taxes taxes, assessments and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent shall only be pro-rated subject to the extent paidobligations of Tenant under the Master Lease. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Real Property and Improvements payable during the immediately preceding year; , provided that, if the real estate taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, shall be responsible for the payment of all municipal license taxes, if any, taxes payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date Closing Date, and the Master Lease shall require that Tenant became obligated to pay all such amountsamounts from and after the Closing Date. At Closing: Seller shall pay all fees (a) Buyer shall pay: (i) including defeasance fees), charges and expenses imposed or assessed in connection with the prepayment of all mortgage loans encumbering the Property. The premium and related charges for owner's ’s title insurance policy to be issued to Buyer; (ii) the , transfer tax and deed preparation and recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction; and (b) Seller shall pay: (i) the transfer, excise and/or documentary tax/stamps in connection with the recording of the deed at the register of deeds office where the applicable each Property is located and; (ii) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to shall be allocated between Seller and Buyer in accordance with this Agreement; and (iii) one half the custom of any escrow fees charged by the Escrow Agent jurisdictions in connection with this transactionwhich the Real Property is located. Buyer shall be responsible for the cost of its own surveysurveys, Phase 1 environmental reports studies and due diligence investigations. Seller -and and Buyer shall be responsible for their own attorney's ’s fees.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing as Tenant is responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of ClosingClosing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, that rent shall only be pro-rated to if the extent paid. If Closing Date shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis within ten (10) days of the real estate taxes and assessments for end of the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year month in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding yearoccurs, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as agree that Buyer shall be credited with the case may be, following month’s rent at Closing and Seller shall pay be entitled to retain any rents received by Seller that are attributable to the other any amount required as a result of such adjustment and this covenant shall not merge with month following the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing Date occurs and corresponding to any period prior Buyer agrees to the date extent that Tenant became obligated it receives any rent attributable to such month which was adjusted at Closing, it will refund such amount to Seller as soon as reasonably possible. (c) Seller shall pay such amounts. At Closingor be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (ai) 100% of all Owner’s Title Insurance policy premiums, including search costs and a survey endorsement, but excluding any other endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property shall be paid by Seller; (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 23 of this Agreement; and (iv) All fees relating to the granting, executing and recording of the Deed for each Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property from the existing debt. (d) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps Title Insurance policy premiums for any endorsements issued in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; such policies other than endorsements that Seller elects to purchase to cover title issues, if any, and other than a survey endorsement; (ii) all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording fees like and costs for the filing of all documents necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreementcomplete such financing and related documentary stamp tax and intangibles tax; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively "Taxes and Assessments") due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenants are not responsible for all such Taxes and Assessments due in accordance with the provisions of the Leases. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that Closing Date with Buyer being credited for rent shall only be pro-rated attributable to the extent paid. If day of Closing shall occur before through and including the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis last day of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year month in which the Closing occurs and corresponding Date occurs, provided that if Seller receives any portion of rent attributable to any period prior after the Closing Date, Seller shall remit such payment to the date that Tenant became obligated to pay such amounts. At Closing:Buyer with two (2) business days. (ac) Buyer Seller shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller transaction which costs shall pay: be referred to as "Seller's Closing Costs": (i) 100% of all Owner's Title Insurance policy premiums, including search costs, but excluding any endorsements issued in connection with such policies other than endorsements that Seller elects to purchase to cover title issues, if any; (ii) Transfer taxes and conveyance fees on the transfersale and transfer of the Property; (iii) Broker's commission payments (for both leasing and sales commissions earned), excise and/or documentary tax/stamps in accordance with Section 23 of this Agreement; (iv) All fees and costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the deed at the register of deeds office where the applicable Property is located and; from the existing debt. (iid) the recording fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall pay or be responsible for charged with the cost of its own survey, environmental reports following costs and due diligence investigations. Seller -and Buyer shall be responsible for their own attorney's feesexpenses in

Proration of Expenses and Payment of Costs and Recording Fees. Seller and Buyer agree that all rentsutility charges, utility charges (to the extent not payable directly to the utility supplier by Tenant), and real estate taxes taxes, assessments and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of the date of Closing; provided, however, that rent however Buyer’s obligation to pay its share of such amounts shall only be pro-rated subject to the extent paidobligation of Tenant under the Master Lease. If Closing shall occur before the actual real estate taxes and special assessments payable during such year are known, the apportionment of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; , provided that, if the real estate taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the applicable Property delivered hereunder but shall survive the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, shall be responsible for the payment of all municipal license taxes, if any, taxes payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date Closing Date, and the Master Lease shall require that Tenant became obligated pay all such amounts from and after the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all loans secured by a deed of trust encumbering the Property. Buyer and Seller shall each pay their own attorney’s fees related to pay such amountsthe preparation of this Agreement and, except as otherwise provided herein, all documents required to settle the transaction contemplated hereby. At Closing: (a) Except as otherwise provided herein, Buyer shall pay: pay (i) all costs associated with its investigation of the premium Property, including the cost of appraisals, architectural, engineering, credit and related charges for environmental reports; (ii) the cost of any endorsements to the owner's ’s title insurance policy to be issued to Buyer; (iiiii) the recording fees necessary costs of the premium and related charges for a lender’s title insurance policy, together with any endorsements to record the deed and mortgage documents at the register of deeds office where the Property is locatedlender’s title insurance policy; (iv) all recordation fees; and (iiiv) one one-half of any all escrow and closing fees charged by the Escrow Agent in connection with this transaction; and (b) Title Insurer. Seller shall pay: pay (i1) the costs of the title search and the owner’s extended coverage title insurance premiums, (2) all transfer, excise and/or documentary tax/stamps in connection with the recording of the deed at the register of deeds office where the applicable Property is located and; (ii) the recording assumption or waiver fees necessary to record the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this Agreement; and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible for the cost of its own survey, environmental reports and due diligence investigations. Seller -and Buyer shall be responsible for their own attorney's feesassociated with

Proration of Expenses and Payment of Costs and Recording Fees. Seller (a) All real estate taxes, rollback taxes, personal property taxes, water and Buyer agree that all rentssewer use charges, utility and any other charges and assessments constituting a lien on the Property (collectively “Taxes and Assessments”) due and payable on or before the Closing Date shall be remitted to the extent not payable directly collecting authorities or to the utility supplier Escrow Agent by Tenant), Seller prior to or at Closing. There shall be no closing adjustments between the parties for Taxes and real estate taxes Assessments not yet due and assessments payable at Closing unless Tenant is not responsible for all such Taxes and Assessments due in accordance with the provisions of the Lease. (to the extent not payable directly to the taxing authority by Tenantb) All rents shall be prorated on a calendar-year basis as of the date Closing Date with Buyer being credited for rent attributable to the day of Closing. (c) Seller shall pay or be charged with the following costs and expenses in connection with this transaction which costs shall be referred to as “Seller’s Closing Costs”: (i) 100% of all Owner’s Title Insurance policy premiums, including search costs and any endorsements issued in connection with such policies; provided, however, that rent the Seller shall only not be pro-rated responsible for Owner’s Title Insurance policy premiums in excess of $20,000.00. (ii) Transfer taxes and conveyance fees on the sale and transfer of the Property. (iii) Broker’s commission payments (for both leasing and sales commissions earned), in accordance with Section 24 of this Agreement; (iv) All fees relating to the extent paid. If Closing shall occur before the actual real estate taxes granting and special assessments payable during such year are known, the apportionment executing of such taxes and assessments shall be upon the basis of the real estate taxes and assessments for the applicable Property payable during the immediately preceding year; provided that, if the real estate taxes and assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the real estate taxes and assessments payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the Deed for the Property and for any costs incurred in connection with the release of existing debt, including, but not limited to, prepayment penalty fees and recording fees for documents providing for the release of the applicable Property delivered hereunder but shall survive from the Closing. To the extent applicable, Seller shall, to the extent not payable directly by Tenant, be responsible for the payment of all municipal license taxes, if any, payable during the calendar year in which the Closing occurs and corresponding to any period prior to the date that Tenant became obligated to pay such amounts. At Closing:existing debt. (ad) Buyer shall pay: (i) pay or be charged with the premium following costs and related charges for owner's title insurance policy to be issued to Buyer; (ii) the recording fees necessary to record the deed and mortgage documents at the register of deeds office where the Property is located; and (iii) one half of any escrow fees charged by the Escrow Agent expenses in connection with this transaction; and (b) Seller , which costs shall pay: be referred to as “Buyer’s Closing Costs”: (i) the transfer, excise and/or documentary tax/stamps all costs and expenses in connection with Buyer’s financing, including appraisal, points, commitment fees and the recording like and costs for the filing of the deed at the register of deeds office where the applicable Property is located and; all documents necessary to complete such financing and related documentary stamp tax and intangibles tax; (ii) all costs of recording the recording fees necessary to record Deed for the discharges of any liens of record or other instruments necessary to convey title to the Property to Buyer in accordance with this AgreementProperty; and and (iii) one half of any escrow fees charged by the Escrow Agent in connection with this transaction. Buyer shall be responsible pay for the cost of its own survey, Phase 1 environmental reports study and due diligence investigations. Seller -and Buyer . (e) Each party shall be responsible for their pay its own attorney's feeslegal fees incidental to the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.