Common use of Closing Costs Clause in Contracts

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs in connection with each of closing this transaction will the Transactions shall be allocated between Sellers and Buyer as follows: (a) Sellers shall pay With respect to the Existing Cedar Property Transactions only: (i) 50% of the prepayment premium for applicable Cedar Partners and Homburg shall pay their respective Percentage Interests of, as applicable, the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities following costs and expenses: (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (iiA) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees state and sales, intangibles, local recording charges and conveyance taxes (or equivalents) related to the Closingfees, if any, and (viiiB) all of the costs, expenses and charges in connection with the Loan Approvals, including, without limitation, all application fees, processing fees, assumption fees, attorneys’ fees, consultants’ fees and costs and expenses associated with survey updates, record searches, title examinations and updated mortgagee title insurance policies (including endorsements thereto), if any, incurred required by Seller any Current Lender, (C) any escrow fees charged by the Title Company, (D) any and all state and local deed taxes, real property transfer taxes and similar taxes (collectively, “Transfer Taxes”) due and payable in connection with the performance Existing Cedar Property Transactions involving the Existing Cedar Property located in the Commonwealth of its obligations under this ContractMassachusetts, including any endorsement (E) with respect to the Title Policy which SellerExisting Cedar Property Transaction involving the Stone Hedge Property, all of the reasonable costs, expenses and charges incurred in its sole connection with the release of the Stone Hedge Property from the Stone Hedge Line of Credit and absolute discretion(F) as applicable, agrees all costs and expenses associated with the Conversions, including, without limitation, legal and filing fees and disbursements. Notwithstanding the foregoing or anything to obtain the contrary contained herein, with respect to Transfer Taxes due and payable in order connection with the Existing Cedar Property Transactions involving the Existing Cedar Properties located in the Commonwealth of Pennsylvania, each of Homburg and the applicable Cedar Partners shall be responsible for fifty percent (50%) of the amount thereof. (ii) Subject to cure the last sentence of Section 5(b)(ii), the applicable Cedar Partners and Homburg shall pay their respective Percentage Interests of all costs and expenses associated with (A) record searches, title defectsexaminations and updated owner title insurance policies (including endorsements thereto), if any, desired by Homburg and not by any Current Lender or any lender under the New Stone Hedge Loan, (B) any title insurance policy and/or endorsements insuring or otherwise providing coverage to, Homburg as a partner of any Existing Cedar Property Owner and (C) obtaining updates to the surveys of the Existing Cedar Properties as and to the extent desired by Homburg and not by any Current Lender or any lender under the New Stone Hedge Loan. (b) Buyer shall pay With respect to the Contract Transactions only: (i) any premiums related to title insurance for extended coverage Homburg shall pay or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policyreimburse Cedar for, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to recordas applicable, (iii) 50% of any escrow fee or similar charges of Title Company and Closing AgentHomburg’s Percentage Interests of, (iv) the cost of the Surveyas applicable, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller and expenses paid by Cedar or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer affiliates in connection with the performance Formations (including, without limitation, legal and filing fees and disbursements), the acquisition of its obligations the Contract Properties or, if applicable, all of the direct or indirect interests in the sellers under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect the Purchase Contracts pursuant to the Closingterms of the applicable Purchase Contract (other than the gross purchase price payable by Cedar pursuant to the applicable Purchase Contract, for which Cedar shall receive from Homburg the applicable Allotted Consideration payable pursuant to Section 2(c) above) and in connection with the acquisition by Homburg of the applicable Interests at the Closing of each Contract Transaction, including, but not limited to, the following: (A) any and all state and local recording charges and fees, (B) all costs and expenses associated with record searches, title examinations and updated owner title insurance policies (including endorsements thereto), (C) the costs associated with obtaining updates to the surveys of the Contract Properties, (D) all of the costs, expenses and charges in connection with the obtainment of the applicable Loan Approvals, including, without limitation, costs and expenses associated with record searches, title examinations and updated mortgagee title insurance policies (including endorsements thereto), if any, required by any Current Lender, (E) the assumption by the Contract Property Owners of, or subject to Section 10(d) below, the defeasance of, any existing financing encumbering the applicable Contract Property, including, without limitation, the Assumption Consents and all application fees, processing fees, assumption fees, defeasance costs, attorneys’ fees, consultants’ fees and title insurance fees, (F) any closing escrow fees, (G) any and all Transfer Taxes due and payable in connection with the transactions contemplated by the applicable Purchase Contract, (H) all third party costs incurred in connection with the preparation of any third party reports respecting the applicable Contract Property or the condition thereof (e.g., environmental, engineering and lease abstracting) and (I) all legal and accounting fees of Buyer and each Seller (except disbursements incurred by Cedar in connection with the transactions contemplated by the applicable Purchase Contract. In addition, in the event that Cedar shall purchase all of litigationthe direct or indirect interests in one or more of the sellers under the Purchase Contracts pursuant to an amendment thereto, Homburg shall pay or reimburse Cedar for Homburg’s Percentage Interests of all costs and expenses paid by Cedar or its affiliates in connection with the applicable Conversion(s) (including, without limitation, legal and filing fees and disbursements). To the extent any of the foregoing costs or expenses shall be paid by Homburg in the form of a reimbursement to Cedar, Cedar agrees to deliver copies of paid receipts, settlement statements or other reasonable evidence to Homburg verifying the amount thereof. Notwithstanding the foregoing or anything to the contrary contained herein, with respect to Transfer Taxes due and payable in connection with the Contract Transactions (each of which involves a Contract Property located in the Commonwealth of Pennsylvania), will each of Homburg and the applicable Cedar Partners shall be borne responsible for fifty percent (50%) of the amount thereof. (ii) Subject to the last sentence of this Section 5(b)(ii), the applicable Cedar Partners and paid exclusively by Homburg shall pay their respective Percentage Interests of all costs and expenses associated with (A) additional record searches, additional title examinations and updates of the party incurring same, without reimbursement, except owner title insurance policies (including endorsements thereto) as and to the extent such additional searches, examinations and/or updated policies are desired by Homburg and not by any Current Lender or the Lender under the New Parkway Plaza Loan, (B) any title insurance policy and/or endorsements insuring or otherwise specified providing coverage to, Homburg as a partner of any Contract Property Owner and (C) obtaining updates to the surveys of the Contract Properties, as and to the extent such updated surveys are desired by Homburg and not by any Current Lender or the Lender under the New Parkway Plaza Loan. Notwithstanding anything herein to the contrary, if the aggregate amount payable by the Cedar Partners under Section 5(a)(ii) and this Section 5(b)(ii) shall exceed $10,000, Homburg shall be responsible for all amounts in excess of $10,000. (iii) Notwithstanding anything to the contrary contained herein, if, for any reason (except as otherwise expressly provided in this ContractSection 5(b)(iii)), a Purchase Contract Closing and the Closing of the applicable Contract Transaction shall not occur simultaneously, then Homburg shall be responsible for one hundred percent (100%) of all costs and expenses incurred by Homburg, Cedar and the Property Owners as a result of such separate closings (i.e. notwithstanding the fact that similar costs may have been initially paid in connection with a Purchase Contract Closing and Homburg shall be required to reimburse Cedar for its Percentage Interests thereof pursuant to Section 5(b)(i) above). Notwithstanding the foregoing, if a Purchase Contract Closing shall occur and the Closing of the applicable Contract Transaction shall not have occurred contemporaneously therewith solely by reason of (i) the breach by Cedar of its obligations under this Agreement and provided that Homburg shall have otherwise been ready, willing and able to close such Contract Transaction contemporaneously with the applicable Purchase Contract Closing, then Cedar shall be responsible for one hundred percent (100%) of all costs and expenses incurred by Homburg, Cedar and the Property Owners as a result of such separate closings or (ii) the failure of one or more conditions precedent to the obligation of Homburg to close such Contract Transaction contemporaneously with the applicable Purchase Contract Closing (other than by reason of any breach described in clause (i) above), then the applicable Cedar Partners and Homburg shall be responsible for their respective Percentage Interests of all costs and expenses incurred by Homburg, Cedar and the Property Owners as a result of such separate closings. The parties agree to use good faith efforts to coordinate a Purchase Contract Closing and the Closing of the applicable Contract Transaction such that the same shall occur contemporaneously. (c) In addition, Homburg hereby agrees to pay to Cedar, in its capacity as Manager, at the applicable Closing and as more particularly set forth in the applicable Management Agreement, its Percentage Interest of any Leasing Commission (as defined in the Management Agreement) payable to Cedar with respect to any Leases or renewals thereof entered into by and between a tenant at a Property and the applicable Property Owner at any time between the date hereof and the applicable Closing Date and with respect to which Lease or renewal thereof, the tenant thereunder has paid its first month’s rent on or prior to the applicable Closing Date. (d) Except as set forth in clause (I) of Section 5(b)(i) and Section 37 below, each party shall pay the cost of the fees and disbursements of its attorneys in connection with this Agreement. The provisions of this Section 5 shall survive the Closings.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers At the Closing, Seller and Seller Parties shall pay be responsible for payment of the following: (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)their own attorneys’ fee, (ii) the cost one-half of providing any escrow closing fee charged by the Title CommitmentCompany and Escrow Agent, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) cost of the negative arbitrage associated with premium for the RAIT Loan from Owner Policy (or Owner Policies if separate Owner Policies are requested by Purchaser) but excluding the Closing Date until the RAIT Loan is prepaid which is not paid cost of any endorsements requested by Buyer; Purchaser or a Purchaser Party, and (iv) any commission owed by ▇▇▇▇▇▇ and Seller Parties to its broker, Blueprint Healthcare Real Estate Advisors, LLC (“Seller’s Broker”). At the cost 50% Closing, Purchaser and Purchaser Parties shall be responsible for the payment of any the following: (i) their own attorneys’ fees, (ii) one-half of the escrow fees or similar charges of closing fee charged by the Title Company and Closing Escrow Agent, (iii) the cost of any endorsements to the Owner Policy (or Owner Policies if separate Owner Policies are requested by Purchaser) requested by Purchaser, (iv) all recording fees, transfer taxes, documentary stamp taxes or similar taxes due on the recording of the Deeds, (v) the cost costs of all third-party due diligence reports obtained by Purchaser or any Purchaser Party, inclusive of the premiums for a "standard coverage" Owner PolicySurveys, and (vi) 50% of all the costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defectsother closing costs not enumerated above. (b) Buyer shall pay EACH PARTY HERETO REPRESENTS TO THE OTHER THAT (iI) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policyEXCEPT FOR ANY COMMISSION DUE TO SELLER’S BROKER BY SELLER, THERE ARE NO REAL ESTATE COMMISSIONS, FINDERS’ FEES OR BROKERS’ FEES THAT HAVE BEEN OR WILL BE INCURRED IN CONNECTION WITH THIS AGREEMENT OR THE SALE OF THE PROPERTY, AND (iiII) the cost of recording the Deed and any other conveyance documents that Buyer may choose to recordOTHER THAN SELLER’S BROKER WHICH HAS BEEN RETAINED EXCLUSIVELY BY SELLER, (iii) 50% of any escrow fee or similar charges of Title Company and Closing AgentSUCH PARTY HAS NOT AUTHORIZED ANY BROKER OR FINDER TO ACT ON SUCH PARTY’S BEHALF IN CONNECTION WITH THE SALE AND PURCHASE HEREUNDER. EACH PARTY HERETO AGREES TO INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY FROM AND AGAINST ANY AND ALL CLAIMS, (iv) the cost of the SurveyLOSSES, (v) 50% of any and all transfer fees and salesDAMAGES, intangiblesCOSTS OR EXPENSES OF ANY KIND OR CHARACTER ARISING OUT OF OR RESULTING FROM ANY AGREEMENT, and conveyance taxes (or equivalents) related to the ClosingARRANGEMENT OR UNDERSTANDING ALLEGED TO HAVE BEEN MADE BY SUCH PARTY WITH ANY BROKER OR FINDER OTHER THAN SELLER’S BROKER IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. AT THE CLOSING, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractSELLER SHALL PAY ANY COMMISSION DUE TO SELLER’S BROKER FOR ITS BROKER SERVICES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. THIS OBLIGATION WILL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will In connection with the Closing, Buyer shall bear the costs, fees and expenses required to be allocated between Sellers and Buyer incurred in connection with, or arising as follows: a result of, (a) Sellers shall pay any lender’s policies with respect to the Acquired Properties or (ib) 50% any survey costs, environmental report costs or any other costs related to Buyer’s diligence of or access to the Acquired Properties. All transfer, stamp, excise and similar Taxes and all documentary and recording fees and charges incident to the sale of the prepayment premium for the RAIT Loan Acquired Properties (including any such Taxes determined to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if payable after the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with a post-Closing audit by any Governmental Entity) shall be borne by the Parties in accordance with local custom as set forth on Annex D attached hereto. Any premiums for base owner’s title policies or leasehold title policies shall be borne by the Parties in accordance with local custom as set forth on Annex D attached hereto; provided that, any fees or costs related to title policy endorsements or extended coverages shall be borne by the Buyer's assumption of the Existing Loans. The costs, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related expenses required to the Closing, if any, and (viii) the costs, if any, be incurred by Seller in connection with the performance engagement of its obligations under this Contractthe Escrow Agent shall be borne equally by the Seller, including any endorsement on one hand, and the Buyer, on the other. All other costs incurred at the Closing shall be borne in accordance with local custom. Notwithstanding anything to the Title Policy which Sellercontrary herein, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) bear the cost of recording any prepayment, breakage or exit fees or penalties incurred by Seller to prepay the Deed Existing Loans pursuant to the express terms and any other conveyance conditions of the documents evidencing such Existing Loans (such amounts, the “Prepayment Costs”); provided, however, that Seller shall provide to Buyer such evidence of the Prepayment Costs as Buyer may choose to recordreasonably request, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, including but not limited toto Lender-prepared payoff letters; and provided, legal fees of further, however, that in no event shall the Prepayment Costs to be paid by Buyer and each Seller (except in pursuant to this Section 3.9 exceed such amount as calculated pursuant to the event of litigationmethodology set forth on Schedule 3.2(b), will . The Closing Cash Consideration shall be borne and paid exclusively increased by the party incurring same, without reimbursement, except to amount of the extent otherwise specified in this ContractPrepayment Costs.

Closing Costs. Costs of closing this transaction will Closing costs shall be allocated between Sellers Buyer and Buyer Eldorado as follows: (a) Sellers Buyer shall pay the following closing costs: (i) 50% all premiums and charges of the prepayment premium Title Company for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), Owner’s Title Policy; (ii) the cost of providing any surveys of the Title CommitmentProperty obtained by Buyer, and any updates thereto; (iii) if the Closing occurs on or prior to December 31, 2004, then the portion one hundred percent (which may be all100%) of any “Mansion Tax” applicable to the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; Transaction; (iv) the cost fifty percent (50% %) of any escrow fees or similar charges of imposed by the Escrow Agent and/or Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance Closing; and (v) fifty percent (50%) of any transfer, documentary, sales, use, stamp, registration and value added taxes and/or fees incurred in connection with this Agreement, the other Closing Documents and/or the Closing, other than the “Mansion Tax”, the Transfer Taxes and the Merger Tax (collectively, “Other Transfer Fees”); and (vi) all fees due its obligations under this Contractattorneys and all costs of Buyer’s due diligence, including fees due its consultants, and all costs of Buyer’s obtaining of any endorsement to Gaming approvals and Gaming Licenses in connection with the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defectsconsummation of the Transaction. (b) Buyer Eldorado shall pay the following closing costs: (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer all fees due its attorneys and consultants and all premiums related to any mortgagee policy, (ii) the cost costs of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% Eldorado’s obtaining of any escrow fee or similar charges of Title Company Gaming approvals and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer Gaming Licenses in connection with the performance consummation of its obligations under this Contract.the Transaction; (cii) All other expenses all costs incurred by any Eldorado, Seller or Buyer their respective Affiliates in connection with respect the Removal of any Required Removal Exceptions or other title exceptions that Eldorado elects or is required to remove; (iii) all costs to issue Tenant’s Title Policy; (iv) one hundred percent (100%) of any realty or real estate transfer taxes incurred in connection with the Transaction (collectively, “Transfer Taxes”); (v) one hundred percent (100%) of any realty, real estate transfer, “Mansion Tax” or other tax or fee due in connection with the Merger (the “Merger Tax”); (vi) fifty percent (50%) of any Other Transfer Fees; (vii) all fees associated with recording the Non-CPLV Memorandum of Lease; and (viii) fifty percent (50%) of any escrow charges imposed by the Escrow Agent and/or Title Company in connection with the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. The Closing Costs of closing this transaction will shall be allocated and other closing adjustments and prorations made between Sellers Seller and Buyer Purchaser as follows: (a) Sellers The Seller shall pay be charged with the following items: (i) 50% those Transfer Taxes customarily paid by a grantor, if any, imposed in connection with the transfers contemplated hereby; (ii) costs of removing any lien, assessment or encumbrance required to be discharged hereunder in order to convey title to the prepayment premium for Property as herein provided; (iii) legal fees and expenses of Seller; (b) The Purchaser shall be charged with the RAIT Loan following items in addition to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited Purchase Price payable to Seller at Closing: (i) The cost of the owner’s policies of title insurance for the Property (ALTA Form, including any additional premiums to delete the “standard” exceptions for parties in possession, matters of survey and construction lien claims, and to issue such Endorsements as Purchaser may request provided the same are permitted by law and are customary in similar commercial transactions), ; (ii) Transfer Taxes customarily paid by a grantee, imposed in connection with the cost transfer contemplated hereby, together with any and all recordation taxes or charges imposed on any mortgage or deed of providing the Title Commitmenttrust, all other Clerk’s fees and similar changes; (iii) if fees and expenses of Purchaser’s and Tenant’s counsel; (iv) Purchaser’s third-party inspection, appraisal, review and other acquisition costs. (v) all costs of any financings, including loan fees, lender’s counsel’s fees, escrows, or similar costs. Taxes, assessments, utility charges and other charges for 2003 shall be prorated as of Closing, and Seller shall be responsible for such matters relating to the Closing occurs on or period prior to December 31Closing, 2004and Tenant shall be responsible for such matters from and after Closing. Certified, then the portion (which may be all) confirmed and ratified special assessments liens as of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not are to be paid by Buyer; (iv) the cost 50% Seller. Seller shall also pay and be responsible for any taxes or assessments incurred prior to 2003 including but not limited to past due taxes or “rollback” taxes or retroactively assessed taxes which arise out of or relate to any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost prior use of the premiums Property or any improper or inadequate assessment of the Property for a "standard coverage" Owner Policy, (vi) 50% of all costs payable the period prior to the Lenders Closing, which obligation shall expressly survive the Closing. (c) As used herein, the term “Transfer Taxes” shall mean any transfer, sales, use, recordation or other similar taxes, impositions, expenses or fees incurred in connection with Buyer's assumption the Closing or instruments in connection therewith for the sale, transfer or conveyance of the Existing Loans, (vii) 50% Property from Seller to Purchaser or the lease of any and all transfer fees and sales, intangiblesProperty from Purchaser to Tenant. Transfer Taxes shall not include, and conveyance the Seller shall be solely responsible for any taxes (due in respect of its income, net worth or equivalents) related to the Closingcapital, if any, and (viii) the costsany privilege, if anysales and occupancy taxes, incurred by Seller due or owing to any governmental entity in connection with the performance operation of its obligations under this Contract, including Property for any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost period of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related time prior to the Closing, if anyand Purchaser or Tenant, (vi) 50% of as applicable, shall be solely responsible for all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium such taxes for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract period from and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to after the Closing, including, but not limited to, legal fees and provided further that any income tax arising as a result of Buyer the sale and each transfer of any Property by Seller (except in to Purchaser shall be the event sole responsibility of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this ContractSeller.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers shall pay (i) 50% the attorneys’ fees of Sellers, the prepayment premium for brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)sale of such Seller’s Property, (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to documentary stamps or transfer taxes imposed upon the Lenders in connection with Buyer's assumption conveyance of the Existing Loans, (vii) 50% Property of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which such Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Special Warranty Deed of such Seller, one-half of the cost of title examination fees and expenses and one-half of the title insurance premiums for the basic owner’s title insurance policy issued by the Title Company to Purchaser in accordance with the Title Commitment (exclusive of endorsements thereto), one-half of the cost of endorsements to such owner’s title insurance policy issued by the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements (calculated before any ▇▇▇▇▇▇ rebate) shall not exceed $2,996.25, and all other conveyance documents that Buyer may choose to record, (iii) 50% costs and expenses incurred by such Seller in closing and consummating the purchase and sale of the Property of such Seller pursuant hereto. Such Seller and Purchaser shall each pay one-half of any escrow fee closing fees charged by the Title Company, one-half of the cost or similar charges the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related commissions due to the ClosingPurchaser’s Broker, if any, (vi) 50% one-half of the cost of all costs payable to the Lenders in connection with Buyer's assumption title examination fees and expenses and one-half of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer title insurance premiums payable with respect to the Closingbasic owner’s title insurance policy issued by the Title Company to Purchaser, includingthe cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), but not limited tothe costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, legal all other recording fees on all instruments to be recorded in connection with these transactions, the attorneys’ fees of Buyer Purchaser, and each Seller (except all other costs and expenses incurred by Purchaser in the event performance of litigation)Purchaser’s due diligence inspection of the Properties (including without limitation appraisal costs, will environmental audit and assessment costs, and engineering review costs) and in closing and consummating the purchase and sale of the Properties pursuant hereto. The parties acknowledge that the amount of the premium for the basic owner’s coverage in the amount of the Purchase Price quoted by Chicago Title Insurance Company is $55,925.00. Seller and Purchaser shall each be borne entitled to receipt of fifty percent (50%) of the ▇▇▇▇▇▇ rebate in the amount of $34,562.50 (each party’s share shall be $17,281.25) for a total base premium of $21,362.50; and paid exclusively by Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the party incurring same, without reimbursement, except title premiums above that amount. Seller and Purchaser shall also each be entitled to the extent otherwise specified in this Contract.receipt of fifty percent (50%) of the ▇▇▇▇▇▇ rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such ▇▇▇▇▇▇ rebate shall not exceed $2,097.38,

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers In connection with the Closing, Seller shall pay bear the following costs, fees and expenses: (i) 50% the fees and disbursements of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing Seller’s counsel, and any security interests in its collateral relating to other expenses incurred by Seller or its constituent entities (any escrows held Representatives in closing the transaction contemplated by the Lenders will be returned to Seller or credited to Seller at Closing)this Agreement, (ii) the cost one-half of providing the Title Commitmentall escrow or closing agent fees, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) cost of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid Title Policy premium charged by Buyer; Title Company (excluding premiums or other amounts in respect of any extended coverage), and (iv) the cost 50% of any escrow fees or similar charges of Title Company endorsements and Closing Agentmodifications to cure title defects that Seller has agreed to cure pursuant to Section 2.9(b), (v) all state, county and local transfer taxes customarily payable by a seller of real property in the cost jurisdiction in which the Real Property is located, as set forth in Section 2.8(a) of the premiums for a "standard coverage" Owner PolicyDisclosure Schedule. All other costs incurred at Closing shall be borne by the Parties in accordance with local custom, (vias set forth in Section 2.8(a) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defectsDisclosure Schedule. (b) In connection with the Closing, Buyer shall pay bear the following costs, fees and expenses: (i) the fees and disbursements of Buyer’s counsel, and any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested other expenses incurred by Buyer and all premiums related to any mortgagee policyor its Representatives in closing the transaction contemplated by this Agreement, (ii) the cost one-half of recording the Deed and any other conveyance documents that Buyer may choose to recordall escrow or closing agent fees, (iii) 50% the cost of any escrow fee all Title Policy endorsements and modifications (whether for owner’s or similar charges of Title Company and Closing Agentlender’s policies, including extended coverage, but excluding endorsements that Seller is required to pay for pursuant to Section 2.8(a)), (iv) the cost of conducting all diligence by Buyer, including the Surveycost of all new or updated property surveys, environmental reports, property condition reports and other third-party reports, and (v) 50% all state, county and local transfer taxes customarily payable by a buyer of any and all transfer fees and salesreal property in the jurisdiction in which the Real Property is located, intangibles, and conveyance taxes (or equivalentsas set forth in Section 2.8(a) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing LoansDisclosure Schedule. All other costs incurred at Closing shall be borne by the Parties in accordance with local custom, (viias set forth in Section 2.8(a) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractDisclosure Schedule. (c) All At or prior to Closing, Buyer and Seller shall each pay one-half (1/2) of all sales, use and similar Taxes (and any surtax, interest and penalties thereon) (collectively, “Sales Tax”) payable as a result of the sale to Buyer of Furnishings and all other expenses incurred by any items for which Sales Tax is or may be payable under applicable Law (collectively, the “Closing Sales Tax”). In connection with the Closing Sales Tax, Seller shall prepare or obtain all applicable forms for filing with the appropriate governmental authorities and/or that Seller determine are necessary or desirable in order to accurately calculate the Closing Sales Tax, if available (collectively, the “Closing Sales Tax Forms”), provided that Buyer shall cooperate with Seller to the extent necessary in connection with the preparation or obtaining of the Closing Sales Tax Forms. Buyer shall be responsible for paying the Closing Sales Tax and delivering the Closing Sales Tax Forms to the appropriate taxing authorities. The term “Closing Sales Tax Forms” includes, where applicable, such documentation confirming that the transactions contemplated under this Agreement constitute an “occasional sale” under applicable Law (with respect to the Closingeach Shopping Center, includingeach an “Occasional Sale Certificate”). Seller and Buyer each agrees to cooperate reasonably in executing such Occasional Sale Certificates, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contractif necessary under applicable Law.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers shall pay At Closing, (i) County shall pay all costs of title insurance, examination, and certification; 50% of any transfer and recordation tax due in connection with the prepayment premium for conveyance of the RAIT Loan Property and the recordation of the Deed; recordation taxes due in connection with the recordation of any mortgage or deed of trust securing financing obtained by County in connection with the acquisition of the Property; one-half of the escrow fees and costs; any sales taxes due on the sale of personal property; the fees and expenses of County’s attorneys; survey costs; and all other costs incurred by County or required to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held be paid by the Lenders will be returned to Seller or credited to Seller at Closing)County, (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost Landlord shall pay 50% of any escrow fees or similar charges of Title Company transfer and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller recordation tax due in connection with the performance conveyance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole Property and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums the recordation of the Deed; one-half of the escrow fees and costs; all costs related to title insurance for extended coverage or any endorsements or modifications releasing liens and other encumbrances that are not Permitted Encumbrances; prorated to any policy requested by Buyer Closing, all real estate taxes, utility bills and other prorated charges and fees customarily prorated and adjusted in comparable commercial real estate transactions; and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed other costs and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller Landlord or Buyer with respect required to the Closingbe paid by Landlord, including, but not limited to, legal attorneys’ fees incurred by Landlord in connection with the transaction contemplated by the Purchase Option, (iii) Landlord and Tenant shall execute and deliver a closing statement that shall, among other items, set forth the Purchase Price, all credits against the Purchase Price, the amounts of Buyer all prorations and each Seller other adjustments to the Purchase Price and all disbursements made at Closing on behalf of Landlord and County, and (except iv) County shall pay to Landlord the Purchase Price, in cash by means of Fedwire. County shall receive no credit against the Purchase Price for any payments of Rent that may have been made by County. To the extent not otherwise provided in this paragraph, any other closing costs shall be apportioned at Closing in the event manner then customary for comparable commercial real estate transactions in the County. In any case where sufficient information is not available at the Closing to make an accurate proration, Landlord and County shall reasonably estimate the proration at the Closing and shall make a recalculation of litigation)the apportionment of the same as soon as the necessary information becomes available, will be borne and paid exclusively by at which time Landlord or County, as the party incurring samecase may be, without reimbursement, except promptly shall make an appropriate payment to the extent otherwise specified in this Contractother based on such recalculation.

Closing Costs. Costs Buyer and the Sellers shall each pay their own legal fees related to the preparation of closing this transaction will Agreement and all documents required to settle the transactions contemplated hereby, and Sellers shall pay the legal fees of the Existing Lender in connection with the Loan Assumption. Buyer and Sellers acknowledge and agree that the costs of (i) transfer taxes, (ii) owner’s title insurance premiums, (iii) endorsements to title insurance policies, (iv) lender’s title insurance policies (except with respect to any new title policies for Existing Lender, bring-down endorsements for Existing Lender’s existing title policy, and/or other customary title endorsements requested by Existing Lender in connection with the Loan Assumption, which costs shall be allocated the sole responsibility of Sellers), (v) recordation taxes and fees (associated with the transfer of Property by Sellers to Buyer), (vi) title searches, and (vii) mortgage taxes, are customarily paid in Texas, Louisiana, New Mexico, and Arkansas by the party, split between the parties or not applicable to the parties as described in Schedule 5.8.1 annexed hereto, and Buyer and Sellers agree to pay such items in accordance with Schedule 5.8.1 annexed hereto (except to the extent Sellers are required to pay such items as part of Sellers’ curing obligations in accordance with Article 2, in which case Seller shall be responsible for such costs). In addition to the foregoing, Buyer shall pay all costs associated with its investigation of the Property, including the cost of appraisals, updated surveys, architectural, engineering, credit and environmental reports, and Preliminary Reports and UCC Searches; provided, however, (i) if Closing does not occur, the costs of the Preliminary Reports and UCC Searches shall be shared equally between Sellers and Buyer, (ii) if Closing does occur and the costs of the UCC Searches are subsumed in the costs of the title premium, then the costs for the UCC Searches shall be paid by the party otherwise responsible for the costs of the Preliminary Reports, and (iii) if Closing does occur and the costs of the UCC Searches are not subsumed in the costs of the title premiums, then (1) if the UCC Searches are required by the Existing Lender in connection with the Loan Assumption, the Sellers shall pay such costs, and (2) if the UCC Searches are not required by the Existing Lender in connection with the Loan Assumption, then the Buyer shall pay such costs. In addition to as follows: (a) otherwise provided herein, the Sellers shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v1) the cost of the premiums Title Company to issue any new title policies for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing LoansLender, (vii) 50% of any and all transfer fees and salesbring-down endorsements for the Existing Lender, intangibles, and conveyance taxes (or equivalents) related to and/or other title endorsements required by the Closing, if any, and (viii) the costs, if any, incurred by Seller Existing Lender in connection with the performance of its obligations under this ContractLoan Assumption, including (2) all transfer, assumption or waiver fees associated with any endorsement to ground lessor, association, declarant or easement holder that holds any right in the Title Policy which SellerProperty, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i3) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Loan Assumption Related Fees. Buyer and all premiums related to any mortgagee policy, (ii) Seller shall share equally the cost of recording all escrow charges. Any and all other purchase and sale closing costs shall be paid in accordance with the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost custom of the Survey, (v) 50% of any local jurisdiction in which the Property is located. Buyer and all transfer fees Sellers further agree and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 acknowledge that in the aggregate with respect event new title policies are issued to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer Existing Lender in connection with the performance of its obligations under this Contract. (c) All other expenses incurred Loan Assumption, then the simultaneous issuance rate customarily charged by any Seller or Buyer with respect the Title Company shall be attributed solely to the Closing, including, but not limited to, legal fees of Buyer Existing Lender’s mortgage policy (and each Seller (except in that the event of litigation), will premium payable shall be borne and paid exclusively by the party incurring same, without reimbursement, except attributed to the extent otherwise specified in this Contractowner’s policy).

Closing Costs. Costs of closing this transaction will In connection with the Closing, Buyer shall bear the costs, fees and expenses required to be allocated between Sellers and Buyer incurred in connection with, or arising as follows: a result of, (a) Sellers any lender’s policies with respect to the CIR III Properties or (b) any survey costs, environmental report costs or any other costs related to Buyer’s diligence of or access to the CIR III Properties. All transfer, stamp, excise and similar Taxes and all documentary and recording fees and charges incident to the sale of the CIR III Shares (including any such Taxes determined to be payable after the Closing in connection with a post-Closing audit by any Governmental Entity) shall pay be borne by the Parties in accordance with local custom as set forth on Annex D attached hereto. Any premiums for base owner’s title policies or leasehold title policies shall be borne by the Parties in accordance with local custom as set forth on Annex D attached hereto; provided that, (i) 50% of the prepayment premium for the RAIT Loan any fees or costs related to cause RAIT to release at Closing any security interests in its collateral relating to Seller title policy endorsements or its constituent entities (any escrows held extended coverages shall be borne by the Lenders will be returned to Seller or credited to Seller at Closing), Buyer and (ii) the cost of providing the Title CommitmentBuyer shall bear all transfer, (iii) if the Closing occurs on or prior to December 31stamp, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow excise and similar Taxes and all documentary and recording fees or similar and charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable incident to the Lenders in connection with Buyer's assumption transfer of title to the Existing LoansCIR III Properties to the Financing Subs pursuant to Section 6.12. The costs, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related expenses required to the Closing, if any, and (viii) the costs, if any, be incurred by Seller in connection with the performance engagement of its obligations under this Contractthe Escrow Agent shall be borne equally by the Sellers, including any endorsement on one hand, and the Buyer, on the other. All other costs incurred at the Closing shall be borne in accordance with local custom. Notwithstanding anything to the Title Policy which Sellercontrary herein, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) bear the cost of recording any prepayment, breakage or exit fees or penalties incurred by Sellers to prepay the Deed Existing Loans pursuant to the express terms and any other conveyance conditions of the documents evidencing such Existing Loans (such amounts, the “Prepayment Costs”); provided, however, that Sellers shall provide to Buyer such evidence of the Prepayment Costs as Buyer may choose to recordreasonably request, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, including but not limited toto Lender-prepared payoff letters; and provided, legal fees of further, however, that in no event shall the Prepayment Costs to be paid by Buyer and each Seller (except in pursuant to this Section 3.9 exceed such amount as calculated pursuant to the event of litigationmethodology set forth on Schedule 3.2(b), will . The Closing Cash Consideration shall be borne and paid exclusively increased by the party incurring same, without reimbursement, except to amount of the extent otherwise specified in this ContractPrepayment Costs.

Closing Costs. Costs of closing 12.1 The costs and expenses relating to the transactions and transfers contemplated by this transaction will Agreement shall be allocated between Sellers and Buyer split by the parties as follows: : (aA) Sellers Seller shall pay the cost of (i) the base premium for the Title Policies and the cost of any curative endorsement obtained by Seller to cure any Unpermitted Exception, but only to the extent that Seller affirmatively agrees to cure the Unpermitted Exception (i.e., through a special endorsement negotiated by Seller and Escrowee) in Seller’s Title Response (the “Curative Endorsements”), (ii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held escrow fees and related charges imposed by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title CommitmentEscrowee, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow recording fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance Memos of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole Lease; and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangiblesDue Diligence Materials ordered by the Seller, and conveyance taxes (or equivalentsB) related to Purchaser shall pay the Closing, if any, cost of (viw) 50% of all costs payable to the Lenders recording fees in connection with Buyer's assumption of the Existing LoansDeeds, (viix) 50% of the prepayment premium for escrow fees and related charges imposed by Escrowee, (y) any endorsements to the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities Title Policies (any escrows held by except the Lenders will be returned to Seller or credited to Seller at ClosingCurative Endorsements), including the cost of extended coverage, and (viiiz) if Buyer is required any costs, expenses or charges in connection with any loan or financing obtained by Purchaser, including, without limitation, the cost of any lender’s policy or policies of title insurance issued to any lender to Purchaser. Each party shall be responsible to pay the negative arbitrage under the Partnership Sale Contract fees and the Asset Sale Contract expenses of their legal counsel. 12.2 All transfer, documentary, sales, use, stamp, registration and if the Closing occurs on or prior other such federal, state and local taxes and fees (including any penalties, interest, additions to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaidtax and costs and expenses relating to such taxes, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests excluding any transfer gains taxes), whether for real or Properties purchased, and (ix) the costs, if anypersonal property, incurred by Buyer in connection with the consummation and performance of its obligations under this Contractthe transactions contemplated hereby (collectively, the “Transfer Taxes”) shall be split 50/50 by Seller, on one hand, and Purchaser, on the other. Purchaser shall timely prepare and file all tax returns and other filings with respect thereto, unless otherwise required by law or agreed to by the parties. Purchaser and Seller will cooperate with each other in the preparation of any such tax returns or other filings. (c) All other 12.3 No proration shall be made of real estate taxes, utility charges and maintenance expenses incurred by any Seller or Buyer with respect to the Properties (the parties acknowledging that Seller shall be responsible for all such charges, taxes and expenses under each respective Lease). 12.4 This Article 12 shall survive the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers Each Seller shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)such Seller’s legal fees, (ii) expenses such Seller might incur in connection with removing the cost of providing the Title CommitmentUnpermitted Exceptions with respect to its Shopping Center, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) one-half of the negative arbitrage associated with Title Company’s closing and escrow fees (the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; “Escrow Costs”), (iv) one-half of the premiums for the Purchaser’s owner’s title insurance policy (including the cost 50% of any escrow fees or similar charges of the Agreed Endorsements) (the “Title Company and Closing AgentPolicy Costs”), (v) the cost one-half of the premiums for a "standard coverage" Owner PolicyNew Survey costs (the “Survey Costs”), (vi) 50% one-half of all costs payable to the Lenders recording charges due in connection with Buyer's assumption of the Existing Loanstransaction contemplated herein and the Closing Documents, including but not limited to any documentary stamp taxes that are equivalent to recording charges but excluding any recording charges or documentary stamp taxes incurred in connection with any new financing being obtained by Purchaser at Closing (the “Recording Charges”), (vii) 50% one‑half of the transfer taxes due in connection with the transaction contemplated herein and the Closing Documents, including but not limited to any documentary stamp taxes that are equivalent to transfer taxes but excluding any transfer taxes or documentary stamp taxes incurred in connection with any new financing being obtained by Purchaser at Closing (the “Transfer Taxes”), (viii) one-half of the fees and expenses charged by the Mortgage Lender with respect to the Northlake Mall in connection with the assumption of such Mortgage Loan, if applicable (the “Northlake Assumption Costs”), and all of the fees and expenses charged by the Mortgage Lender with respect to the MacArthur Shopping Center in connection with the assumption of such Mortgage Loan, if applicable, in each case including the loan assumption costs described in Exhibit Q, and (ix) one-half of the Guaranty and Warranty Costs. For avoidance of doubt, Sellers are not obligated to pay any fees, charges, taxes, or other costs or expenses incurred by Purchaser solely in connection with any new financing being obtained by Purchaser. (b) Purchaser shall pay (i) one-half of the Title Policy Costs, and all the costs of any and all transfer fees and salesendorsements (other than the Agreed Endorsements, intangiblesthe costs of which shall be shared equally by the parties) it desires, and conveyance taxes (or equivalentsii) related one-half of the Survey Costs, (iii) one-half of the Escrow Costs, (iv) one-half of the Transfer Taxes, (v) one-half of the Recording Charges, (vi) one-half of the Northlake Assumption Costs (if applicable), including the loan assumption costs described in Exhibit Q with respect to the ClosingNorthlake Mall Mortgage Loan, if any(vii) all of Purchaser’s legal fees, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost one-half of the Survey, (v) 50% of any Guaranty and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractWarranty Costs. (c) All other expenses incurred by The costs of Defeasing (as defined below), including the costs of the Defeasance Collateral (excluding an amount equal to the principal balance of the Defeased Loan, and any Seller accrued or Buyer unpaid interest of such Defeased Loan up to Closing), the amount of any interest due and payable with respect to the Defeased Loans after Closing, includingdocumented, out-of-pocket fees, costs and expenses incurred by Sellers solely in connection with the Defeasance, including (without limitation) the brokerage fee for securities purchased for the defeasance, all application fees, Defeasance accommodation fees, third-party Defeasance consultant’s fees, accountants fees, successor borrower fees, any applicable Mortgage Lender’s legal fees, successor borrower’s legal fees, rating agency fees and the fees of rating agency counsel (but not limited to, excluding any legal fees of Buyer Sellers or Purchaser) (collectively, the “Defeasance Costs”) each Defeased Mortgage Loan (as defined below) shall be borne by Purchaser and the Defeasing Seller as follows: (1) in the case of Northlake Mall (if applicable), fifty percent (50%) by Purchaser and fifty percent (50%) by the Defeasing Seller (as defined below), and (2) in the case of The Mall at Wellington Green, fifty percent (50%) by Purchaser and fifty percent (50%) by the Defeasing Seller. Any residual value on account of the Defeasance Collateral (as defined below) shall be distributed pro rata by Defeasance Service Provider (as defined below) to Defeasing Seller and Purchaser, if applicable, in accordance with the sharing percentages set forth above. Notwithstanding the foregoing, each Defeasing Seller shall be responsible for one hundred percent (100%) of all accrued and unpaid interest on its then Defeased Mortgage Loan to and through the Proration Date. (d) Purchaser and Sellers hereby agree to equally share in the proceeds of any so called “▇▇▇▇▇▇ Rebate” available in the State of Florida from a Title Company. (e) The obligations of each Seller (except in and Purchaser under this Section 10.1 shall survive the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this ContractClosing indefinitely.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) A. Sellers shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities twenty-five percent (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all25%) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (ivA) the cost 50% of any escrow fees documentary transfer tax, revenue tax or similar charges of Title Company excise tax (and Closing Agent, (vany surtax thereon) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller due in connection with the performance transfer of its obligations under this Contractthe Properties by Sellers to Buyer and (B) any intangible tax, including any endorsement to documentary tax or other mortgage tax payable in connection with the Title Policy which Seller, in its sole recordation of the Purchase Money Mortgages; and absolute discretion, agrees to obtain in order to cure title defects(ii) fifty percent (50%) of all escrow fees of the Escrow Holder. (b) B. Buyer shall pay (i) any premiums related to title insurance the fees for extended coverage or any endorsements or modifications to any policy requested by Buyer recording the Deeds and all premiums related to any mortgagee policy, the Purchase Money Mortgages; (ii) the cost seventy-five percent (75%) of recording the Deed any (A) documentary transfer tax, revenue tax or excise tax (and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closingsurtax thereon), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, ; and (ixB) the costsany intangible tax, if any, incurred by Buyer documentary tax or other mortgage tax payable in connection with the performance recordation of its obligations the Purchase Money Mortgages; and (iii) fifty percent (50%) of all escrow fees of the Escrow Holder. C. The cost of the Title Policies shall be allocated between Buyer and Sellers as described in Section 9(d). ------------ D. Any other costs of the Escrow or of closing pertaining to this transaction not otherwise expressly allocated among Buyer and Seller under this ContractAgreement shall be attributed and allocated by Escrow Holder to the Property or Properties giving rise to such other costs. These costs shall then be apportioned in the manner customary in the County or Counties in which such Property or Properties are situated. E. Notwithstanding the provisions of this Section 7, if the Escrow --------- fails to close for any reason (cother than the breach of this Agreement by one or more of the Parties), the costs incurred through the Escrow, including the costs incurred by Buyer for any preliminary title reports shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Sellers. All other expenses incurred by any Seller or Buyer party in connection with respect to the Closing, including, but not limited to, legal fees transactions contemplated by this Agreement (including the costs of Buyer surveys and each Seller (except in the event of litigation), will environmental site assessments) shall be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contractwho incurred such expense.

Closing Costs. Costs of closing this transaction incurred in connection with the Closing will be allocated between Sellers and Buyer as follows: (a) Sellers shall Purchaser will pay (i) 50% all premium and other costs for the Title Policy and any endorsements to the Title Policy, except for the portion thereof payable by Seller pursuant to Section 10.6(b), (ii) all premiums and other costs for any mortgagee policy of title insurance, including but not limited to any endorsements or deletions, (iii) Purchaser’s attorney’s fees, (iv) 1/2 of all of the prepayment Title Company’s and the Title Company’s escrow and closing fees, if any, (v) all recording fees for the Deed and other Closing Documents, and (vi) 1/2 of the cost of any update to the Survey in connection with the transactions contemplated by this Agreement. (b) Seller will pay (i) the base premium for the RAIT Loan basic Title Policy and the cost of any endorsement with respect to cause RAIT matters for which Seller has agreed to release at Closing any security interests in its collateral relating obtain affirmative insurance pursuant to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)Section 6.2, (ii) the cost of providing the Title CommitmentSurvey and 1/2 of the cost of any update to the Survey in connection with the transactions contemplated by this Agreement, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) 1/2 of all of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; Title Company’s escrow and closing fees, and (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract’s attorneys’ fees. (c) All The parties hereby agree that no portion of the Purchase Price has been allocated to the Personal Property or the Intangible Personal Property. In the event that any Authority shall require that any sales tax or other expenses incurred by any Seller or Buyer similar tax with respect to any Personal Property or the ClosingIntangible Personal Property be paid in connection with the transactions contemplated by this Agreement, includingPurchaser shall be obligated to make all such payments as and when required by any such Authority. Upon the request of Seller, but Purchaser shall execute and/or deliver such instruments and information as may be necessary in connection with Purchaser’s payment of any such sales or other similar tax. (d) Any other costs and expenses of Closing not limited to, legal fees of Buyer provided for in this Section 10.6 shall be allocated between Purchaser and each Seller (except in accordance with the custom in the event county in which the Real Property is located. (e) If the Closing does not occur on or before the Closing Date for any reason whatsoever, the costs incurred through the date of litigation), termination will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Closing costs shall be allocated and paid as follows: COST RESPONSIBLE PARTY ---- ----------------- Title Commitment required to be delivered pursuant to Section 5.1 Purchaser Premium for standard form Title Policy required to be delivered pursuant to Purchaser Section 5.2 Premium for any upgrade of Title Policy for extended or additional coverage Purchaser Purchaser and any endorsements desired by Purchaser, any inspection fee charged by the Title Company, tax certificates, municipal and utility lien certificates, and any other Title Company charges Costs of closing this transaction will be allocated between Sellers Survey and/or any revisions, modifications or recertifications thereto Purchaser Costs for UCC Searches Purchaser Any loan assumption and/or prepayment Purchaser, subject to a maximum penalties, fees and Buyer as follows: (a) Sellers shall pay (i) 50costs required cost of 1.25% of the prepayment premium for aggregate pursuant to the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by applicable loan principal amount of all the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) documents Existing Loans as of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% date of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by with Seller in connection with the performance of its obligations under this Contract, including paying any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all applicable costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of such amount; provided, however, if Purchaser elects not to assume the Existing Loans payable to Aegon Life Insurance Company or Nationwide Life Insurance Company totaling approximately $200,000 in 118,183,000.00, Purchaser shall be fully responsible for the aggregate with respect excess of any prepayment penalties, charges or yield maintenance amounts relating to all Interests those loans over the loan assumption fees and costs that would have been payable if Purchaser had assumed those loans, notwithstanding that maximum cost cap. Any deed taxes, documentary stamps, Purchaser transfer taxes, intangible taxes, mortgage taxes or Properties purchasedother similar taxes, and (ix) fees or assessments Any escrow fee charged by Escrow Purchaser Agent for holding the Earn▇▇▇ ▇▇▇ey or conducting the Closing All other closing costs, if anyexpenses, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other Purchaser charges and fees Each party shall be responsible Seller/Purchaser for all costs and expenses incurred by any or on behalf of such party Cost of obtaining AIP Shareholder Seller or Buyer with respect to the Approval Cost of Seller's Asset Manager's Seller Fees through Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers In addition to the other costs and expenses to be paid by Seller set forth elsewhere in this Agreement, Seller shall pay for the following items in connection with the transactions contemplated by this Agreement: (i) 50% one-half (1/2) of the prepayment premium fees and expenses for Escrow Agent; (ii) the RAIT Loan costs and expenses relating to cause RAIT to release at Closing any security interests in its collateral relating the termination of the Operating Leases and the Excluded Management Agreements; (iii) all income taxes applicable to Seller or its constituent entities direct or indirect owners including franchise or excise tax based on net earnings or income through but not including the Closing Date; (iv) all sales, VAT, or similar tax, levy, charge or fee incurred with respect to the transactions described in this Agreement; (v) the fees and expenses of its own attorneys, accountants and consultants; (vi) subject to Section 14.9, the costs and expenses due under Section 2.5(f) of the CMBS Loan Agreement including the cost of acquiring the Defeasance Collateral (as defined in the CMBS Loan Agreement) and such other costs and expenses of Seller and CMBS Borrower paid or incurred in connection with the defeasance; (vii) Seller’s Franchise Agreement Obligations; (viii) the fees and expenses for the title commitments, the title premium and any escrows held endorsements to the Title Policy, in each case, as expressly identified on Schedule 6.2 as Seller Costs; (ix) all state, county or other local documentary, transfer, conveyance, stamp, recording or similar tax payable in connection with the delivery of the Assignment of Interests expressly identified on Schedule 6.2 as Seller Costs; and (x) all costs in connection with discharging any Unpermitted Title Exceptions which are the obligation of Seller under Section 7.3. (b) In addition to the other costs and expenses to be paid by Buyer as set forth elsewhere in this Agreement, Buyer shall pay for the Lenders will be returned to Seller following items in connection with the transactions contemplated by this Agreement: (i) the fees and expenses incurred by Buyer for Buyer’s Inspectors or credited to Seller at Closing), otherwise in connection with the Inspections; (ii) the cost of providing fees and expenses for the Title Commitment, New Survey; (iii) if the Closing occurs fees and expenses for the title commitments, the title premium and any endorsements to the Title Policy, in each case, as expressly identified on Schedule 6.2 as Buyer Costs; (iv) any mortgage tax, title insurance fees and expenses for any loan title insurance policies, recording charges or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated other amounts payable in connection with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid any financing obtained by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost one-half (1/2) of the premiums fees and expenses for a "standard coverage" Owner Policy, Escrow Agent; (vi) 50% of all the costs payable to the Lenders and expenses (including, without limitation, any application fees and any costs incurred in connection with Buyer's assumption the satisfaction and/or compliance with any property improvement plan required by Franchisor) to enter into a New Franchise Agreement with Franchisor for each of the Existing LoansHotels and, if applicable, any Franchise Termination Payments (but excluding the Seller’s Franchise Agreement Obligations); (vii) 50% all state, county or other local documentary, transfer, conveyance, stamp, recording or similar tax payable in connection with the delivery of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, Assignment of Interests expressly identified on Schedule 6.2 as Buyer Costs; and (viii) the costs, if any, incurred by Seller in connection with the performance fees and expenses of its obligations under this Contractown attorneys, including any endorsement to the Title Policy which Seller, in its sole accountants and absolute discretion, agrees to obtain in order to cure title defectsconsultants. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs in connection with each of closing this transaction will the Transactions shall be allocated between Sellers and Buyer as follows: (a) Sellers The Cedar Partners and RioCan shall pay (i) 50% their respective Percentage Interests of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company following costs and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs expenses due and payable to the Lenders in connection with Buyer's assumption of the Existing Loans, Reorganizations and/or the Transactions: (viiA) 50% of any and all transfer state and local recording charges and fees, if any; (B) all of the costs, expenses and charges in connection with the Loan Approvals, including, without limitation, all application fees, processing fees, assumption fees, attorneys’ fees, consultants’ fees and salescosts and expenses associated with survey updates, intangiblesrecord searches, title examinations and conveyance taxes updated mortgagee title insurance policies (or equivalents) related to the Closingincluding endorsements thereto), if any, required by any Lender; (C) any escrow fees charged by the Escrow Agent; (D) any and all state and local deed taxes, real property transfer taxes, controlling-interest taxes and similar taxes (viiicollectively, “Transfer Taxes”); (E) all costs and expenses associated with the formation of additional Indirect Owners and the New Columbus Crossing Preferred Partner Lender and, including, without limitation, legal and filing fees and disbursements; (F) with respect to the Transaction involving Blue Mountain, all of the reasonable costs, if any, expenses and charges incurred by Seller in connection with the performance release of its obligations under this Contract, including any endorsement Blue Mountain from the Blue Mountain Line of Credit; and (G) with respect to the Title Policy which SellerTransaction involving Sunset Crossing, all of the reasonable costs, expenses and charges incurred in its sole and absolute discretion, agrees to obtain in order to cure title defectsconnection with the release of Sunset Crossing from the Sunset Crossing Line of Credit. (b) Buyer RioCan shall pay all costs and expenses associated with (iA) any premiums related to record searches, title examinations and updated owner title insurance for extended coverage or any policies (including endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closingthereto), if any, desired by RioCan and not by any Lender; (viB) 50% any title insurance policy and/or endorsements insuring or otherwise providing coverage to, RioCan as a partner of the Partnership; (C) obtaining updates to the surveys of the Properties as and to the extent desired by RioCan and not by any Lender; (D) as applicable, all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage expenses associated with the RAIT Loan from formation of the Closing Date until REIT, including, without limitation, legal and filing fees and disbursements; (E) as applicable, all costs and expenses associated with the RAIT Loan is prepaidcontemplated conversion of the Owners that are limited liability companies, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchasedincluding, without limitation, legal and filing fees and disbursement; and (ixF) the costsall costs and expenses associated with its Investigations, if anyincluding, incurred by Buyer in connection with the performance of its obligations under this Contractwithout limitation, legal and filing fees and disbursements. (c) All other expenses incurred by In addition, RioCan hereby agrees to pay to Cedar, in its capacity as Manager, at the applicable Closing and as more particularly set forth in the Management Agreement to be executed at such Closing, its Percentage Interest of any Seller or Buyer Leasing Commission (as defined in such Management Agreement) payable to Cedar with respect to any leases or renewals thereof entered into by and between a Tenant and the Closing, including, but not limited to, legal fees of Buyer applicable Property Owner at any time during the period between the date hereof and each Seller the applicable Closing Date (except in the event of litigationas if such Management Agreement had been effective during such period), will be borne and provided that such Tenant has paid exclusively by the party incurring same, without reimbursement, except its first month’s rent on or prior to the extent otherwise specified applicable Closing Date and provided further that this subparagraph (c) shall not apply to any leases or renewals thereof for which Earn-Out Proceeds shall be earned by Cedar pursuant to Section 4, it being understood and agreed that this subparagraph (c) shall apply to any leases or renewals thereof for which Earn-Out Proceeds shall not be earned by Cedar pursuant to Section 4. (d) Except as set forth in Section 39 below, each party shall pay the cost of the fees and disbursements of its attorneys in connection with this ContractAgreement. The provisions of this Section 6 shall survive the Closings.

Closing Costs. Costs of closing this transaction will be allocated between Sellers Seller and Buyer agree to pay closing costs as follows: indicated in this Agreement and in the escrow instructions attached hereto as Exhibit G, and by this reference incorporated herein (a) Sellers the "Escrow Instructions"). At ▇▇▇, Seller shall pay (i) 50% the costs of the prepayment premium for the RAIT Loan releasing all liens, judgments, and other encumbrances that are to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)released and of recording such releases, (ii) one-half the cost of providing fees and costs due Escrow Agent for its services (the Title Commitmentremaining one-half to be paid by Buyer), (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage transfer tax associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost sale of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the ClosingProperty, if any, and (viiiiv) the costs, if any, incurred all other costs to be paid by Seller under this Agreement. Except as otherwise provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all of their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the performance transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates. All prorations shall be calculated through escrow as of its obligations under ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with and including the date on which the closing occurs through and including the last day of the month in which the closing occurs. All other credits to Buyer shall be similarly prorated. Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or in this Contract, including any endorsement Agreement shall be paid by Seller and Buyer according to the Title Policy which Seller, in its sole usual and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost customary allocation of the Survey, (v) 50% of any and same by Escrow Agent. Seller agrees that all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all closing costs payable to the Lenders in connection with Buyerby Seller shall be deducted from Seller's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited proceeds otherwise payable to Seller at Closing▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer's closing costs. Except as provided in this Section 24(a), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract Seller and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required each bear their own costs in regard to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractAgreement. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing the transaction contemplated by this transaction will Agreement shall be allocated between Sellers and Buyer as follows: (a) Sellers Purchaser and Seller each shall pay one-half of the fees and charges of Title Company for acting as escrow holder under this Agreement. (b) Purchaser shall pay (i) 50% of the prepayment premium fees for recording the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)Deed, (ii) all fees and costs in connection with Purchaser’s financing, if any, not paid by Purchaser’s lenders (including the cost premium for a lender’s policy of providing the Title Commitmenttitle insurance and endorsements thereto), (iii) if the Closing occurs on or prior to December 31, 2004, then premium for the ALTA extended coverage portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing AgentPolicy, (v) the cost of including the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement endorsements to the Title Policy that Purchaser requests which Seller, are not covered by the payment of the premium described in its sole and absolute discretion, agrees to obtain in order to cure title defects. (bSection 7(c)(ii) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agentbelow, (iv) the cost of the Surveyany co-insurance and reinsurance required by Purchaser (or its lenders, if any), and (v) 50% the cost of any and all transfer fees and sales, intangibles, and conveyance taxes modifications or supplements to the Survey requested by Purchaser (or equivalents) related to the Closingits lenders, if any, (vi) 50% of all costs payable ). Nothing contained in this Agreement shall be deemed or construed to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if make the Closing occurs contingent on Purchaser obtaining a loan or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contractcommitment therefor. (c) All Seller shall pay (i) all state, county and city documentary transfer taxes or stamp taxes imposed upon the conveyance of the Real Property to Purchaser, (ii) all premiums for any endorsements to the Title Policy for removing from the Title Policy any (A) Must Removes or (B) exceptions which Seller has agreed to remove through such endorsements pursuant to Section 4(b)(x) or (y) above, (iii) the premium for the CLTA standard coverage portion of the Title Policy, and (iv) any commission due to Eastdil Realty. (d) Any other costs incurred through the escrow with Title Company shall be apportioned in the manner customary in escrows for transactions similar to that contemplated in this Agreement. (e) Purchaser shall pay any fees, costs and expenses that may be payable to Governmental Authorities prior to or at the Closing in order to transfer the Licenses and Permits in connection with Purchaser’s acquisition of the Property (in no event shall Seller be responsible for any such fees, costs or expenses payable in order to transfer any Licenses and Permits into Purchaser’s name, or for the fees, costs or expenses of any consultants or advisors engaged by Purchaser in connection with the transfer of any Licenses and Permits). Purchaser shall be responsible for the payment of all fees, costs and expenses that may be payable for Purchaser to obtain new or substitute Licenses and Permits. Notwithstanding the foregoing, the transfer of any of such Licenses and Permits, and Purchaser’s receipt of any new Licenses and Permits or any such consents or approvals, shall not be a condition precedent to Purchaser’s obligation to consummate the transaction contemplated by this Agreement, nor shall any of the foregoing delay the Closing in any way. (f) Except as otherwise expressly provided to the contrary in this Agreement, each party shall pay all of its own legal, accounting, consulting and due diligence fees and costs and all other costs and expenses incurred by any Seller or Buyer it in connection with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively transaction contemplated by the party incurring same, without reimbursement, except to the extent otherwise specified in this ContractAgreement.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers shall Upon the Close of Escrow, Seller agrees to pay one-half (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all1/2) of the negative arbitrage associated with escrow charges and the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the full cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% coverage owner's policy of all costs payable to the Lenders title insurance described in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defectsParagraph 12 above. (b) Upon the Close of Escrow, Buyer shall agrees to pay one-half (i1/2) of the escrow charges and, if Buyer elects, any premiums related to additional cost of receiving an ALTA extended form policy of title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost in lieu of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related policy to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held be provided by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractSeller. (c) Real estate taxes against the Property shall be prorated in Escrow as of the Close of Escrow, based upon the latest available information. All irrigation assessments, improvement liens, and any other expenses incurred general or special assessments shall be prorated at Close of Escrow. (d) If permitted or requested by the lenders, any tax, insurance, improvement or other impounds held by the lenders under the Loans shall be assigned to Buyer and credited to Seller at the Closing. (e) All rents shall be prorated in Escrow as of the Closing on a per diem basis. If any tenant is entitled to any free rent period, rent abatement or Buyer with respect to other similar rent concession under the Tenant Leases as of the Close of Escrow, the amount thereof shall be prorated as of the Closing, including, but not limited to, legal fees and the amount thereof allocable to the period following the Close of Escrow shall be an obligation of Buyer as Lessor under the assigned leases. (f) All common area maintenance expenses, common area charges, insurance and each other similar expenses shall be prorated in Escrow as of the Closing on a per diem basis. Any other closing costs shall be paid by Buyer and Seller according to the usual and customary practice of Escrow Agent. (except in g) Seller agrees that all closing costs and commissions payable by Seller shall be deducted from Seller's proceeds at the event Close of litigation), will be borne Escrow and paid exclusively by the party incurring same, without reimbursement, except that to the extent otherwise specified such proceeds are not sufficient to pay all such closing costs and commissions in this Contractfull, Seller shall deposit cash with Escrow Agent in an amount sufficient to pay the deficiency. On or before the Close of Escrow, Buyer agrees to deposit with Escrow Agent cash in an amount sufficient to pay all closing costs payable by Buyer.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers At or prior to Closing, Seller shall pay the following costs, expenses and fees: (i) 50% Seller’s legal fees, and (ii) any commission payable to the Broker (as defined below), pursuant to Section 17 of this Agreement. (b) At or prior to Closing, Purchaser shall pay the following costs, expenses and fees: (i) all costs related to the necessary approvals, permits and filings as needed to create a separate legal parcel for the Property and to grant the easements created in the RCEA, including any required severance(s), subdivision or consents required pursuant to the provisions of the prepayment premium for Planning Act (Ontario) governing the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities subdivision of lands (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closingcollectively, “Subdivision Approvals”), ; (ii) all costs of Purchaser’s due diligence review of the Property, including, without limitation, physical inspections, preparation of appraisals, feasibility studies, environmental, engineering or geotechnical reports or studies, preparation and review of any boundary or as-built surveys, including, without limitation, the Survey (as defined below); (iii) the cost of providing the Title Commitment, obtaining all Approvals (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyeras defined below); (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, obtaining all Third Party Approvals (as defined below); (v) the cost of the premiums for a "standard coverage" Owner Policy, Purchaser’s legal fees; (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, land transfer taxes and similar taxes payable; (vii) 50% of any and all transfer registration fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), on registrable documents; (viii) if Buyer is required applicable, all title insurance fees and premiums, including, without limitation, any costs, fees and premiums related to pay the negative arbitrage under the Partnership Sale Contract issuance of a title insurance commitment and the Asset Sale Contract any owner’s title insurance policy obtained by Purchaser at Closing, including, any endorsements thereto, and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, search and examination fees; and (ix) the costsreasonable fees and expenses of any consultants retained by Seller to review the submittals made by Purchaser pursuant to this Agreement (including, without limitation, the Survey, Site Plan and Elevations and Plans) in an amount not to exceed Twelve Thousand Dollars ($12,000.00) plus HST (the “Review Fee”); (x) the sum of Fifty Thousand and No/100 Dollars $50,000 plus HST to Seller, as Purchaser’s one-time contribution to Seller’s future costs of maintaining, repairing and replacing the access drives on the HD Property (which obligations of the Seller shall be confirmed in the RCEA (as defined below); and any commissions, fees or compensation due and payable to any broker that Purchaser retained in connection with this transaction. Purchaser shall pay Seller the Review Fee at Closing or upon an earlier termination of this Agreement (save and except where such termination arises as a result of a breach or non-performance by the Seller of any of its obligations pursuant to this Agreement, in which case such Review Fee shall not be payable by the Purchaser), upon delivery by the Seller to the Purchaser of written evidence, satisfactory to the Purchaser, acting reasonably, of the payment by the Seller of such fees and expenses; it being specifically acknowledged and agreed that upon a termination of this Agreement prior to Closing such Review Fee shall first be deducted from any refundable Deposits that would otherwise be payable to Purchaser and the balance, if any, incurred shall be paid to Seller by Buyer in connection with Purchaser within five (5) business days after the performance termination of its obligations under this ContractAgreement. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal costs and fees of Buyer and each Seller (except in the event of litigation), will shall be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contractsuch costs and fees.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers Seller shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller documentary transfer tax, revenue tax or its constituent entities excise tax (and any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (iisurtax thereon) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller due in connection with the performance consummation of its obligations under this Contracttransaction, including any endorsement to and (ii) fifty percent (50%) of all escrow fees of the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defectsEscrow Holder. (b) Buyer shall pay (i) any premiums related to title insurance the fees for extended coverage or any endorsements or modifications to any policy requested by Buyer recording the Grant Deed and all premiums related to any mortgagee policy, (ii) the cost fifty percent (50%) of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any all escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost fees of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractEscrow Holder. (c) All other expenses incurred by any Seller or Buyer with respect to The cost of the Closing, including, but not limited to, legal fees of Title Policy shall be allocated between Buyer and each Seller as described in Subsection 7(d) below. (except d) Any other costs of the Escrow or of closing pertaining to this transaction not otherwise expressly allocated among Buyer and Seller under this Agreement shall be apportioned in the event manner customary in the County. (e) Notwithstanding the provisions of litigationthis Section 5, if the Escrow fails to close for any reason (other than the breach of this Agreement by one or both of the parties), will the costs incurred through the Escrow, including the cost of the PTR, shall be borne equally by Buyer and paid exclusively Seller. Otherwise, the party who breached this Agreement first shall bear all the costs of the Escrow, including the cost of the PTR. (f) In the event Escrow fails to close because of a failure of a condition precedent intended to benefit Buyer, Buyer may elect to terminate the Escrow by the party incurring samedelivery of written notice to Escrow Holder and Seller, without reimbursement, except in which event the Escrow shall terminate and the Escrow Holder shall immediately remit to Buyer the extent otherwise specified Deposit and all other sums deposited in this Contract.Escrow by Buyer (less amounts due from Buyer pursuant to Subsection (e) above)

Closing Costs. Costs At each Closing, with respect to the Sites that are the subject of closing this transaction such Closing, Seller will be allocated between Sellers and Buyer as follows: pay (a) Sellers shall to the extent Seller is responsible for such costs for Sites located in the respective state pursuant to Schedule 5.6 attached to this Agreement, the insurance premium amount for a standard coverage owner’s policy of title insurance in the amount of the Allocated Purchase Price for such Site; (b) the costs of releasing any financing liens or other encumbrances that are required by this Agreement to be released by Seller and of recording such releases, except for any Loan Prepayment Costs (other than, but only if applicable, the one-half share of Loan Prepayments Costs payable by Seller if Seller elects to require a Prepayment pursuant to Section 1.9(f)(i) of this Agreement); (c) one-half of the fees and costs due Escrow Agent for its sale escrow services under this Agreement; (d) to the extent Seller is responsible for such costs for Sites located in the respective state pursuant to Schedule 5.6 attached to this Agreement, any state, county or local documentary, franchise or transfer taxes assessed on the conveyance by Seller to Buyer of the respective Site based the amount of the Allocated Purchase Price for such Site; (e) one-half of any Loan Assumption Fees applicable to any Loans being assumed as a part of the Closing, as provided in Section 1.9 above; (f) to the extent Seller is responsible for such costs for Sites located in the respective state pursuant to Schedule 5.6 attached to this Agreement, the cost of recording the Deeds; and (g) all other costs this Agreement expressly requires Seller to pay. At each Closing, with respect to the Sites that are the subject of such Closing, Buyer will pay (i) 50% of all title insurance costs and charges (other than the prepayment standard coverage insurance premium for the RAIT Loan to cause RAIT to release at Closing any security interests amounts paid by Seller as provided in its collateral relating to Seller or its constituent entities subsection (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closinga) above), including any costs for extended coverage, title endorsements, lender policies or other coverage requested by Buyer; (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on any new or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid updated Survey obtained by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (iiiii) the cost of recording the Deed Deeds and any other conveyance documents that Buyer may choose Closing Documents other than the amounts payable by Seller pursuant to record, (iiiSection 5.6(f) 50% of any escrow fee or similar charges of Title Company and Closing Agent, above; (iv) the cost one-half of the Survey, fees and costs due Escrow Agent for its sale escrow services under this Agreement; (v) 50% any state, county or local documentary, franchise or transfer taxes other than the amounts payable Agreement of Purchase and Sale Coyote Portfolio by Seller pursuant to Section 5.6(d) above; (vi) any then-unpaid Loan Assumption Costs and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related Loan Prepayment Costs applicable to any Loans being prepaid as a part of the Closing, as provided in Section 1.9 above (other than any amount of Loan Prepayment Costs being paid by Seller pursuant to Section 5.6(b) above, if anyapplicable); (vii) one-half of any Loan Assumption Fees applicable to any Loans being assumed as a part of the Closing, as provided in Section 1.9 above; and (viviii) 50% all other costs this Agreement expressly requires Buyer to pay. Except as otherwise expressly provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all of their own respective transaction costs and expenses, including without limitation all costs payable to the Lenders expenses of legal counsel, accountants, and other advisors and consultants incurred at any time in connection with Buyer's assumption pursuing or consummating the transaction contemplated by this Agreement. Any other closing costs and charges not specifically designated as the responsibility of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests either Party in its collateral relating to Seller or its constituent entities (any escrows held this Agreement will be paid by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate Parties with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect each Site according to the Closing, including, but not limited to, legal fees usual and customary allocation/apportionment of such costs by Escrow Agent in the jurisdiction in which such Site is located. Buyer and each Seller (except in agree that there is little or no Personal Property included within the event Property and no portion of litigation), the Purchase Price for any Site will be borne and paid exclusively by the party incurring same, without reimbursement, except allocated or attributable to the extent otherwise specified in this ContractPersonal Property.

Closing Costs. Costs of closing this transaction will Closing costs shall be allocated between Sellers and Buyer paid as follows: : Title Commitment required to be delivered pursuant to Section 4.1.15 Seller Breakage Fee to ▇▇▇▇▇▇▇ Title, if any Purchaser – up to first $23,000; any remainder, Seller Premium for standard form Title Policy required to be delivered pursuant to Section 5.2 Purchaser 1/2 Seller 1/2 (asubject to cap of $250,000) Sellers shall pay (i) 50% of the prepayment premium Premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges upgrade of Title Company Policy for extended or additional coverage and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement endorsements to the Title Policy which Sellerdesired by Purchaser, in its sole any inspection fee charged by the Title Company, tax certificates, municipal and absolute discretionutility lien certificates, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents Title Company charges Purchaser Costs of Survey and/or any revisions, modifications or recertifications thereto Purchaser 1/2 Seller 1/2; except that Buyer may choose Purchaser’s amount is only due and payable if the Surveys are recertified to recordPurchaser and its lenders Costs for UCC Searches provided by Seller Seller Costs for UCC Searches obtained by Purchaser Purchaser Recording Fees Purchaser 1/2 Seller 1/2 Any deed taxes, (iii) 50% documentary stamps, transfer taxes, intangible taxes, mortgage taxes or other similar taxes, fees or assessments Purchaser 1/2 Seller 1/2; except that any mortgage taxes or other similar taxes shall be the sole responsibility of any Purchaser Any escrow fee charged by Escrow Agent for holding the ▇▇▇▇▇▇▇ Money or similar conducting the Closing Purchaser 1/2 Seller 1/2 All other closing costs, expenses, charges of Title Company and Closing Agent, fees (ivother than Seller’s and Purchaser’s counsel) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related Purchaser 1/2 Seller 1/2 Environmental Reports provided by Seller to Purchaser prior to the Closingdate hereof or during Inspection Period unless reliance letter is obtained Seller 2008 Environmental Reports provided by Seller to Purchaser if reliance letter in favor of Purchaser is obtained Purchaser 1/2 Seller 1/2 Environmental Reports obtained by Purchaser, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.Purchaser

Closing Costs. Costs Subject to the terms of closing this transaction will Section 16.5 hereof, NHP for itself and on behalf of the Operating Partnership and each New Property Owning Entity, on the one hand, and PMB LLC, each Transferor and each Investment Entity for itself, on the other hand, shall pay or cause to be paid its own costs and expenses arising in connection with each Closing to which it is a party (including, without limitation, its own attorneys’ and advisors’ fees, charges and disbursements), except the following costs (the “Closing Costs”), which shall be allocated between Sellers and Buyer at each Closing as follows: (a) Sellers any and all documentary transfer, stamp, filing, recording, conveyance, intangible, sales and other taxes related to the transfer of such Property (“Reimbursable Transfer Taxes”), which shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held be paid by the Lenders will be returned Operating Partnership; (b) all of Escrow Agent’s escrow fees and costs for such Property (fifty percent (50%) of which being referred to Seller or credited to Seller at Closinghereinafter as “Reimbursable Escrow Fees”), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may shall be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; the Operating Partnership; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (vc) the cost of the premiums for a "standard coverage" Owner PolicySurveys, (vi) 50% of all appraisals, environmental, physical and financial audits and the costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and salesother examinations, intangiblesinspections or audits of such Property, and conveyance taxes (or equivalents) related to which shall be paid by the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects.Operating Partnership; (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (ivd) the cost of the SurveyTitle Policy for such Property (the portion of such cost attributable to “standard” (CLTA) coverage being referred to hereinafter as “Reimbursable Title Insurance Costs”) together with all endorsements thereto, which shall be paid by the Operating Partnership; (ve) all recording fees with respect to such Property (fifty percent (50% %) of which being referred to hereinafter as “Reimbursable Recording Fees” and, with respect to each Property, together with the Reimbursable Transfer Taxes, Reimbursable Escrow Fees and Reimbursable Title Insurance Costs, the “Reimbursable Closing Costs”), which shall be paid by the Operating Partnership; (f) any and all transfer fees amounts or penalties due and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance discharge and satisfaction of its obligations under this Contract. any Non-Permitted Transferor Liens in accordance with Section 4.2.2 hereof (cother than the Loan Obligations or the Permitted Exceptions) All other expenses incurred by any Seller or Buyer with respect to such Property in accordance with the Closingterms hereof, includingwhich shall be paid by Transferors; (g) any and all assumption, but not limited toprepayment or other fees, legal fees penalties or amounts due and payable in connection with the discharge and satisfaction or the assumption of Buyer and each Seller (except in the event of litigation)any Loan Obligation with respect to such Property, will which shall be borne and paid exclusively by the party incurring same, without reimbursement, except Operating Partnership (subject to the extent otherwise specified in this Contractterms of Section 6.5 hereof with respect to any Transferor Loan Payoff Costs); and (h) any costs associated with any new financing, including any application and commitment fees or the costs of such new lender’s other requirements with respect to such Property, which shall be paid by the Operating Partnership.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers shall pay (i) 50% of the prepayment premium for the RAIT Loan Attached to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be allSection 5.26(a) of the negative arbitrage Company Disclosure Letter are executed payoff letters reflecting the payoff amounts for all outstanding Indebtedness (other than Indebtedness referenced in subsection (j) therein) of the Company or any of its Subsidiaries (each, a “Signing Date Payoff Letter” and collectively, the “Signing Date Payoff Letters”). Except in the amounts and to the third parties set forth in the Signing Date Payoff Letters, neither the Company nor any of its Subsidiaries has any Indebtedness (other than Indebtedness referenced in subsection (j) therein). Except as set forth in Section 5.26(a) of the Company Disclosure Letter, there are no prepayment fees, penalties, breakage costs or other fees, costs or expenses associated with paying in full all outstanding Indebtedness of the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defectsSubsidiaries. (b) Buyer shall pay (iSet forth on Section 5.26(b) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and of the Company Disclosure Letter is a listing of all premiums related to any mortgagee policy, (ii) accounts payable of the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, its Subsidiaries that have not been paid within sixty (iv60) the cost days of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contractinvoice. (c) All Set forth on Section 5.26(c) of the Company Disclosure Letter is a listing of the amounts of all legal, tax, accounting, professional and other fees and expenses owed by the Company or any of its Subsidiaries, that have not been paid and the amount of such fees and expenses to be incurred by any Seller or Buyer with respect prior to the ClosingClosing Date, includingin each case in connection with the Frozen Vegetable Sale, but not limited tothe Frozen Fruit Sale, legal fees the Offer, the Merger, this Agreement and the other transactions contemplated by this Agreement. (d) Set forth on Section 5.26(d) of Buyer the Company Disclosure Letter is a listing of the amounts of severance and related costs of the Company and each Seller of its Subsidiaries that have been or would be incurred in connection with the termination of the employment of each employee who is part of the overhead of the Company or any of its Subsidiaries, that have not been paid. (except e) Set forth on Section 5.26(e) of the Company Disclosure Letter is a listing of the amounts required to be paid to each holder of any Company Stock Option, any Company RSU Award and any Company Performance Share Unit Award in order to cancel and terminate each such Company Stock Award based on the event Merger Consideration. (f) Set forth on Section 5.26(f) of litigation)the Company Disclosure Letter is a listing of the amounts of bonuses which the Company or each of its Subsidiaries is obligated to pay to any of its employees, will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contractthat have not been paid.

Closing Costs. Costs of closing this transaction At Closing, Seller will be allocated between Sellers and Buyer as follows: pay (a) Sellers shall the costs of releasing all liens and other encumbrances that are required by this Agreement to be released by Seller and of recording such releases; (b) one-half of the fees and costs due Escrow Agent for its sale escrow services under this Agreement; (c) one half of any state, county and local documentary, franchise or transfer taxes assessed on the conveyance by Seller to Buyer of the respective Site based the amount of the Allocated Purchase Price for such Site; (d) intentionally omitted; (e) its own legal fees and fees for advisory services in connection herewith; (f) all costs of ordering the title insurance commitments and the premium for the Title Policies, excluding extended coverage and a GAP endorsement; (g) the cost of recording the Deeds and any other Closing Documents to the extent such costs are customarily paid by sellers in the applicable jurisdiction in which such Site is located and (h) all other costs this Agreement expressly requires Seller to pay. At Closing, Buyer will pay (i) 50% costs of title endorsements to the Title Policies, lender policies or other coverage requested by Buyer (except as set forth in clause (f) above); (ii) one half of any state, county and local documentary, franchise or transfer taxes assessed on the conveyance by Seller to Buyer of the prepayment premium respective Site based on the amount of the Allocated Purchase Price for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities such Site; (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (iiiii) the cost of providing the Title Commitment, (iii) if the Closing occurs on any new or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid updated Survey obtained by Buyer; (iv) the cost 50% of recording the Deeds and any escrow fees or similar charges of Title Company and other Closing Agent, Documents to the extent such costs are customarily paid by buyers in the applicable jurisdiction in which such Site is located; (v) one-half of the fees and costs due Escrow Agent for its sale escrow services under this Agreement; (vi) the cost of the premiums any extended title insurance coverage and endorsements and (vii) all other costs this Agreement expressly requires Buyer to pay. Except as otherwise expressly provided for a "standard coverage" Owner Policyin this Agreement, (vi) 50% Seller and Buyer will each be solely responsible for and bear all of their own respective transaction costs and expenses, including without limitation all costs payable to the Lenders expenses of legal counsel, accountants, and other advisors and consultants incurred at any time in connection with Buyer's assumption pursuing or consummating the transactions contemplated by this Agreement. Any other closing costs and charges not specifically designated as the responsibility of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller either Party in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held Agreement will be paid by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate Parties with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect each Site according to the Closing, including, but not limited to, legal fees usual and customary allocation/apportionment of such costs by Escrow Agent in 41 the jurisdiction in which such Site is located. Buyer and each Seller (except in agree that there is little or no Personal Property included within the event Property and no portion of litigation), the Purchase Price for any Site will be borne and paid exclusively by the party incurring same, without reimbursement, except allocated or attributable to the extent otherwise specified in this ContractPersonal Property.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers In addition to the other costs and expenses to be paid by Seller set forth elsewhere in this Agreement, Seller shall pay for the following costs in connection with this transaction: (i) 50% the fees and expenses of its own accountants and attorneys; (ii) the real property transfer taxes associated with the property located in the state of South Carolina and one-half of the prepayment premium real property transfer taxes due for the RAIT Loan remaining properties in Georgia; (iii) one-half of any reasonable closing/escrow fees and costs, and (vi) one-half of the transfer/assignment taxes imposed in connection with the Ground Lease Assignment. (b) In addition to cause RAIT the other costs and expenses to release at Closing any security interests be paid by Purchaser set forth elsewhere in this Agreement, Purchaser shall pay for the following costs in connection with this transaction: (i) the fees and expenses of its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), own accountants and attorneys; (ii) the cost of providing the base premium for the Title CommitmentPolicy, the cost of any endorsements or modifications to the Title Policy, including extended coverage, as requested by Purchaser, and the cost of any mortgagee policy; (iii) if all fees, costs and expenses with respect to the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by BuyerUpdated Survey; (iv) the cost 50% of any escrow fees or similar charges of Title Company fees, costs and Closing Agent, expenses incurred by Purchaser in connection with its due diligence activities; (v) the cost fees, costs and expenses for recording any of the premiums for a "standard coverage" Owner Policy, Closing Documents (except any title curative instruments which are Seller’s expense); (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any sales and all transfer fees and sales, intangibles, and conveyance use taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, Property; (vvii) 50% one-half of any and all the real property transfer fees and sales, intangibles, and conveyance taxes due for the properties located in Georgia; (or equivalentsviii) related to one-half of the Closing, if any, (vi) 50% of all costs payable to the Lenders transfer/assignment taxes imposed in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, Ground Lease Assignment and (ix) the one-half of any reasonable closing/escrow fees and costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other fees, costs and expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified expressly addressed in this ContractSection 7.5 or elsewhere in this Agreement shall be allocated between Seller and Purchaser for the Property in accordance with local custom for similar transactions.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers shall pay the following costs and expenses at Closing: (i1) 50% Sellers' prorated share of real estate and tangible personal property taxes, rents or assessments as set forth in this Agreement and any general real estate and personal property taxes for all years prior to the year of the prepayment Closing; (2) The cost of issuing the Title Insurance Commitments and the premium for issuance of the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) Title Policies together with the cost of providing reasonable and customary endorsements to the Title Commitment, (iii) if the Closing occurs on or prior Policies not relating to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closingfinancing, if any, ; (3) Sellers' own legal expenses; (4) One-half of the closing fee and/or settlement fee charged by the Escrow Agent; (5) All costs of satisfying in full any existing debt secured by the Property and removing any encumbrances in the form of monetary liens from the Title Policies; and (viii6) the costs, if any, incurred by Seller in connection with the performance of its obligations Any and all other costs and expenses expressly allocated to Sellers under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defectsAgreement. (b) Buyer shall pay the following costs and expenses at Closing: (i1) Costs of transferring or canceling any Operating Agreements; (2) Costs of recording the Deeds and any other transfer documents requiring recordation; (3) All premiums related to title insurance and costs for extended coverage or issuing any endorsements or modifications additional coverage to the Title Policy which are not to be paid by Sellers or contemplated hereinabove, any title insurance premium or cost (including endorsements and additional coverage with respect thereto) related to Buyer's financing, and any additional premiums and costs for coinsurance requested by Buyer; (4) Costs of supplying tax certificates to the Title Company; (5) Any sales taxes, transfer taxes or stamp taxes pertaining to the transfer of the Property from Sellers to Buyer; (6) Any indebtedness or mortgage related taxes and recording or other fees relating to any policy requested mortgage, deed of trust or other security instrument executed by Buyer Buyer; (7) All fees, costs and all premiums related expenses incurred with respect to any mortgagee policypurchase money financing incurred by Buyer; (8) Buyer's prorated share of all real estate and tangible personal property taxes, rents, or assessments as set forth in this Agreement; (ii9) Buyer's own legal expenses; (10) One-half of the cost of recording closing or settlement fee charged by the Deed and any other conveyance documents that Buyer may choose to record, Escrow Agent. (iii11) 50% The cost of preparing the Surveys; and (12) Any termination charges related termination of any escrow fee Operating Agreements. (13) Any UCC searches. (14) Any costs or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, expenses incurred by Buyer in connection with its inspections and due diligence preformed on the performance of its obligations under this ContractProperty. (c15) All Any and all other costs and expenses incurred by any Seller or expressly allocated to Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in under this ContractAgreement.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer Except as follows: (a) Sellers otherwise expressly provided herein, Seller shall pay pay, on the Closing Date (i) 50% one half (1/2) of any escrow fees and other customary charges of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)Title Company, (ii) the cost of providing title insurance premium for the Title Commitmentbase Owner’s Policy (as defined in Section 6.5(b)), and (iii) if all transfer taxes. Purchaser shall pay, on the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing AgentDate, (vi) the cost of any endorsements or additional coverage over the premiums for a "standard coverage" Owner base Owner’s Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (viii) 50% of any and all transfer fees and salesrecording costs, intangibles, and conveyance (iv) taxes (or equivalents) related to the ClosingPurchaser’s deed to secure debt, if any, and (viv) 50% and one half (1/2) of all costs payable to the Lenders in connection with Buyer's assumption any escrow fees and other customary charges of the Existing LoansTitle Company. Except as otherwise provided herein, (vii) 50% of each party shall pay its own attorneys’ fees. Seller’s Obligations at the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to . At the Closing, includingor at such other time as indicated below, Seller shall deliver to Purchaser the following: Deed. A Limited Warranty Deed (the “Deed”) conveying the Land and the Improvements to Purchaser in the form attached to this Agreement as Exhibit B. Title Policy. Within a reasonable period of time following Closing, an Owner’s Policy of Title Insurance in ALTA standard form (the “Owner’s Policy”), naming Purchaser as insured, in the amount of the Purchase Price, insuring that Purchaser owns good and marketable fee simple title to the Property, subject only to the Permitted Encumbrances. Purchaser, at Purchaser’s sole expense, may elect to cause the Title Company to amend the survey exception to read “any shortages in area” or elect to obtain additional coverage or endorsements over the base Owner’s Policy, but obtaining such additional coverage or endorsements will not limited to, legal fees be a condition precedent to Purchaser’s Closing obligations pursuant to this Agreement. Evidence of Buyer Authority. Such organizational and each authorizing documents of Seller (except as shall be reasonably required by the Title Company to evidence Seller’s authority to consummate the transactions contemplated by this Agreement. Foreign Person. An affidavit of Seller certifying that Seller is not a “foreign person,” as defined in the event federal Foreign Investment in Real Property Tax Act of litigation)1980, will be borne and paid exclusively by the party incurring same1984 Tax Reform Act, without reimbursement, except to the extent otherwise specified in this Contractas amended.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: Seller shall pay (a) Sellers 50% of all title insurance costs including the published standard premium for the base Title Policies, extended coverage amounts, and the costs of all endorsements (except for the costs of any endorsements obtained by Seller and approved by Buyer to cure any Title Objections that Seller has elected to Cure in Seller’s Title Notice, which shall be paid 100% by Seller), (b) all documentary transfer taxes, all other transfer taxes and/or stamp taxes imposed by the Authorities in California in connection with the transactions contemplated in this Agreement, (c) 50% of all documentary transfer taxes, all other transfer taxes and/or stamp taxes imposed by the Authorities in Tennessee in connection with the transactions contemplated in this Agreement, (d) 50% of all Loan Assumption Costs (e) all legal and professional fees and fees of other consultants incurred by Seller, (f) 50% of all costs and expenses and fees of the Issuing Bank in connection with obtaining the Buyer Letters of Credit, and (g) one‑half (1/2) of all escrow fees and escrow costs. Buyer shall pay (i) 50% of all title insurance costs including the prepayment published standard premium for the RAIT Loan base Title Policies, extended coverage amounts, and the costs of all endorsements (except for the costs of any endorsements obtained by Seller and approved by Buyer to cause RAIT cure any Title Objections that Seller has elected to release at Closing any security interests Cure in its collateral relating to Seller or its constituent entities (any escrows held Seller’s Title Notice, which shall be paid 100% by the Lenders will be returned to Seller or credited to Seller at ClosingSeller), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by BuyerUpdated Surveys; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agentall documentary transfer taxes, all other transfer taxes and/or stamp taxes imposed by the Authorities in Tennessee in connection with the transactions contemplated in this Agreement; (iv) except as provided in clause (d) and (f) above, all costs, expenses and fees related to any financing procured by Buyer in connection with the cost of the Surveytransactions herein contemplated, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if anyLoan Assumption Costs, (vi) all costs of the Investigations, including fees due Buyer’s consultants and attorneys, (vii) recording costs; (viii) all legal and professional fees and fees of other consultants incurred by Buyer, (ix) all taxes payable on the transfer of the Tangible Personal Property and Intangible Personal Property to Buyer, (x) 50% of all costs payable to and expenses and fees of the Lenders Issuing Bank in connection with Buyer's assumption obtaining the Buyer Letters of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchasedCredit, and (ixxi) the one‑half (1/2) of all escrow fees and escrow costs, if any, incurred by . Any other closing costs and expenses shall be allocated between Buyer and Seller in connection accordance with the performance customary practice of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer county where the applicable Development is located. Seller’s and each Seller (except in the event of litigation), Buyer’s closing costs will be borne funded in cash at Closing and paid exclusively by will not be an adjustment to or otherwise reduce or increase the party incurring same, without reimbursement, except to the extent otherwise specified Exchange Consideration as provided for in this ContractSection 3.1 hereof.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers Purchaser shall pay (i) 50% all costs and expenses ------------- incurred by it and/or the Purchaser Parties associated with the Due Diligence and any other investigations of the prepayment premium for Purchaser Parties, and/or the RAIT Loan purchase and sale contemplated hereunder, including any and all environmental assessments and reports, structural and engineering inspections, surveys (to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) extent the cost of providing such surveys exceeds $7,200), any cost associated with satisfying Purchaser's reinsurance requirements for the Title Commitmentowner's title policy, insurance premiums associated with the cost of any endorsements relating to the owner's title policy, including, without limitation, any charge for "extended coverage" and the Required Endorsements, one-half (iii1/2) of any transfer taxes due the local municipality, Purchaser's attorneys' fees and expenses, and all costs and expenses of obtaining any Financing that Purchaser may elect to obtain (including any fees, financing costs, and transfer and recordation taxes and recording fees in connection therewith and all escrow, settlement, handling and/or other fees and expenses to be paid to Escrow Agent in connection with any Financing) and one-half (1/2) of any escrow, settlement, handling and/or other fees and expenses to be paid Escrow Agent in connection with the Escrow Agreement and the ▇▇▇▇▇▇▇ Money Trust Agreement; provided however, Seller agrees to pay at Closing the base title insurance premium for issuance of an owner's title policy in the amount of the Purchase Price (excluding, however, any cost associated with satisfying Purchaser's reinsurance requirements), on the standard form in use in the State of Illinois, all state and county transfer taxes, one-half (1/2) of any transfer taxes due to the local municipality, the cost of obtaining a ALTA surveys of Windy Point I and Windy Point II (not to exceed $7,200) and the transfer fee, if any, payable to Bank of America, N.A. for the Closing occurs transfer to Purchaser of the beneficial interest of letter of credit deposited by Global Knowledge Network, Inc. Seller shall also pay all costs and expenses incurred by it and/or the Seller Parties associated with the purchase and sale contemplated hereunder, including Seller's attorneys' fees and expenses, amounts owed to Broker and one-half (1/2) of any escrow, settlement, handling and/or other fees and expenses to be paid to Escrow Agent in connection with the Escrow Agreement and the ▇▇▇▇▇▇▇ Money Trust Agreement. All such costs and expenses shall be paid in full on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company Date, unless otherwise agreed to and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held specified by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 parties in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractSettlement Statement. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers Seller shall pay the following costs in connection with the Closing: (i) 50% one-half of the prepayment premium documentary/transfer tax stamps required to be affixed to the Deed, (ii) the cost for the RAIT Loan to cause RAIT to release at Closing of any security interests in its collateral relating and mortgages affecting the Property to Seller the extent securing indebtedness incurred or its constituent entities assumed by Seller, (iii) the cost of the Title Commitment and base Title Policy (any escrows held special endorsements requested by Purchaser shall be paid for by Purchaser), (iv) one-half of the Title Company agent’s closing fee, (v) one-half of the cost incurred by the Lenders will Title Company’s agent for Deed preparation cost, (vi) one-half of Title Company agent’s abstract/title search fee, (vii) one half of the Escrow Agent fee, (viii) any finder’s or broker’s fees incurred by Seller, and (ix) Seller’s attorney’s fees. Purchaser shall pay the following costs in connection with the Closing: (i) one-half of the documentary/transfer tax stamps required to be returned affixed to Seller or credited to Seller at Closing)the Deed, (ii) the cost of providing the Title CommitmentSurvey if obtained by Purchaser (or update to any prior survey, if update requested by Purchaser), (iii) if the Closing occurs on or prior to December 31one-half of Title Company agent’s closing fee, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) one-half of the cost 50% of any escrow fees or similar charges of incurred by the Title Company and Closing AgentCompany’s agent for Deed preparation cost, (v) the cost one-half of the premiums for a "standard coverage" Owner PolicyTitle Company agent’s abstract/title search fee, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption one half of the Existing LoansEscrow Agent fee, (vii) 50% Closing costs related to Purchaser’s financing, including cost of any and all transfer fees and sales, intangiblesmortgagee’s title policy, and conveyance taxes (cost incurred or equivalents) related to the Closingfees charged for loan assumption, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to recordDeed, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (ivix) the cost of any special endorsements to the SurveyTitle Commitment/Title Policy requested by Purchaser, (vx) 50% of any and all transfer finder’s or broker’s fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held incurred by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchasedPurchaser, and (ixxi) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractPurchaser’s attorney’s fees. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. The Closing Costs of closing this transaction will shall be allocated and other closing adjustments and prorations made between Sellers Seller and Buyer Purchaser as follows: (a) Sellers The Seller shall pay be charged with the following items: (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitmentowner’s policies of title insurance for the Properties (ALTA Form, including any additional premiums to delete the "standard" exceptions for parties in possession, matters of survey and construction lien claims, and to issue such Endorsements as Purchaser may request provided the same are permitted by law and are customary in similar commercial transactions) customarily paid by a grantor in applicable jurisdictions; (ii) those Transfer Taxes customarily paid by a grantor, if any, imposed in connection with the transfers contemplated hereby (specifically, the grantor’s tax in Virginia); (iii) if costs of removing any lien, assessment or encumbrance required to be discharged hereunder in order to convey title to the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; Properties as herein provided; (iv) the cost 50% legal fees and expenses of any escrow fees or similar charges of Title Company and Closing Agent, Seller; (v) the cost of the premiums for a "standard coverage" Owner Policy, architect’s and engineer’s certificates required hereunder; and (vi) 50% the fee, if any, required by the manufacturer for the transfer by Seller to Buyer of all costs the manufacturer’s roof membrane warranty for each building. (b) The Purchaser shall be charged with the following items in addition to the Purchase Price payable to Seller at Closing: (i) the Lenders cost of the owner’s policies of title insurance for the Properties (ALTA Form, including any additional premiums to delete the "standard" exceptions for parties in possession, matters of survey and construction lien claims, and to issue such Endorsements as Purchaser may request provided the same are permitted by law and are customary in similar commercial transactions) customarily paid by a grantee in applicable jurisdictions; (ii) Transfer Taxes customarily paid by a grantee, imposed in connection with Buyer's assumption of the Existing Loanstransfer contemplated hereby (including, (vii) 50% of without limitation, the grantee’s tax in Virginia), together with any and all transfer recordation taxes or charges imposed on any mortgage or deed of trust, all other Clerk’s fees and salessimilar changes; (iii) fees and expenses of Purchaser’s and Tenant’s counsel; (iv) Purchaser’s third-party inspection, intangiblesappraisal, review and other acquisition costs. (v) all costs of any financings, including loan fees, lender’s counsel’s fees, escrows, or similar costs. Taxes, assessments, utility charges and other charges for 2003 shall be prorated as of Closing, and conveyance Seller shall be responsible for such matters relating to the period prior to Closing, and Tenant shall be responsible for such matters from and after Closing. Certified, confirmed and ratified special assessments liens as of the Closing Date are to be paid by Seller. Seller shall also pay and be responsible for any taxes (or equivalents) related assessments incurred prior to 2003 including but not limited to past due taxes or "rollback" taxes or retroactively assessed taxes which arise out of or relate to any prior use of the Property or any improper or inadequate assessment of the Property for the period prior to the Closing, which obligation shall expressly survive the Closing. (c) As used herein, the term "Transfer Taxes" shall mean any transfer, sales, use, recordation or other similar taxes, impositions, expenses or fees incurred in connection with the Closing or instruments in connection therewith for the sale, transfer or conveyance of the Properties from Seller to Purchaser or the lease of any Property from Purchaser to Tenant. Transfer Taxes shall not include, and each Seller shall be solely responsible for any taxes due in respect of its income, net worth or capital, if any, and (viii) the costsany privilege, if anysales and occupancy taxes, incurred by Seller due or owing to any governmental entity in connection with the performance operation of its obligations under this Contract, including Property for any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost period of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related time prior to the Closing, if anyand Purchaser or Tenant, (vi) 50% of as applicable, shall be solely responsible for all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium such taxes for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract period from and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to after the Closing, including, but not limited to, legal fees and provided further that any income tax arising as a result of Buyer the sale and each transfer of any Property by Seller (except in to Purchaser shall be the event sole responsibility of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this ContractSeller.

Closing Costs. Closing Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers shall pay (i) 50% for the sale of the prepayment premium for Property to Qualified Homebuyer; The NSP3 Loan less Development Subsidy, Homebuyer Subsidy and Closing Costs shall be repaid to COUNTY upon the RAIT Loan sale of the Property. Upon the repayment of the NSP3 Loan, Borrower shall be released from its repayment obligations. At the time of the sale of the Property to Qualified Homebuyer, COUNTY shall cause RAIT to release at Closing any security interests in its collateral relating be delivered to Seller or its constituent entities Borrower a partial reconveyance of the Deed of Trust from such Property. Upon transfer of title to the Qualified Homebuyer, a “Homebuyer Deed of Trust” shall be recorded to secure the Homebuyer Subsidy (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing“Second Mortgage Loan”), (ii) the cost of providing the Title Commitment, (iii) and to require its repayment if the Closing occurs on Property is no longer the principal residence and upon sale, rental, refinance, conveyance, transfer or change in title of the Property prior to December 31, 2004, then the portion (which may be all) expiration of the negative arbitrage associated with affordability period. Sale, rental, refinance, conveyance, transfer or change in title of the RAIT Property prior to the expiration of the affordability period will cause the shared equity in addition to the principal as provided in the Homebuyer Deed of Trust. Pursuant to the NSP3 Loan Agreement, the term of the NSP3 Loan shall be twenty four (24) months from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% date of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost execution of the premiums for a "standard coverage" Owner PolicyNSP3 Loan Agreement. In any action commenced to enforce the obligation of the Borrower to pay principal and interest under the Note, (vi) 50% of all costs payable the obligations hereunder shall be non-recourse to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract Borrower and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer judgment shall not be required enforceable personally against the Borrower, Borrower’s partners, or the Borrower’s assets, and the recourse of COUNTY for the collection of such amounts shall be limited to actions against the Property described in the Deed of Trust executed by the Borrower to secure the Note and the rents, profits, issues, products, and income from the Property. Should default be made in payment of principal and interest when due and such default shall continue beyond the applicable notice and cure period provided in the Deed of Trust, the whole sum of principal and interest shall become immediately due at the option of the holder of this Note. Principal and interest are payable in lawful money of the United States. If action be instituted on this Note, the undersigned promises to pay in excess such sums as the Court may fix as attorney’s fees. BORROWER: Housing Authority of $200,000 the County of Riverside a public entity, corporate and politic in the aggregate with respect to all Interests or Properties purchasedState of California By: Jefff Stone, and (ix) Chairman Board of Commissioners Date: ATTEST: ▇▇▇▇▇ ▇▇▇▇▇▇-IHEM Clerk of the costsBoard By: Deputy APPROVED AS TO FORM: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, if anyCounty Counsel By: Jhaila ▇. ▇▇▇▇▇, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.Deputy County Counsel

Closing Costs. Costs of closing this transaction At Closing, Seller will be allocated between Sellers and Buyer as follows: pay (a) Sellers shall the costs of releasing all liens and other encumbrances that are required by this Agreement to be released by Seller and of recording such releases; (b) one-half of the fees and costs due Escrow Agent for its sale escrow services under this Agreement; (c) one half of any state, county and local documentary, franchise or transfer taxes assessed on the conveyance by Seller to Buyer of the respective Site based the amount of the Allocated Purchase Price for such Site; (d) intentionally omitted; (e) its own legal fees and fees for advisory services in connection herewith; (f) all costs of ordering the title insurance commitments and the premium for the Title Policies, excluding extended coverage and a GAP endorsement; (g) the cost of recording the Deeds and any other Closing Documents to the extent such costs are customarily paid by sellers in the applicable jurisdiction in which such Site is located and (h) all other costs this Agreement expressly requires Seller to pay. At Closing, Buyer will pay (i) 50% costs of title endorsements to the Title Policies, lender policies or other coverage requested by Buyer (except as set forth in clause (f) above); (ii) one half of any state, county and local documentary, franchise or transfer taxes assessed on the conveyance by Seller to Buyer of the prepayment premium respective Site based on the amount of the Allocated Purchase Price for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities such Site; (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (iiiii) the cost of providing the Title Commitment, (iii) if the Closing occurs on any new or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid updated Survey obtained by Buyer; (iv) the cost 50% of recording the Deeds and any escrow fees or similar charges of Title Company and other Closing Agent, Documents to the extent such costs are customarily paid by buyers in the applicable jurisdiction in which such Site is located; (v) one-half of the fees and costs due Escrow Agent for its sale escrow services under this Agreement; (vi) the cost of the premiums any extended title insurance coverage and endorsements and (vii) all other costs this Agreement expressly requires Buyer to pay. Except as otherwise expressly provided for a "standard coverage" Owner Policyin this Agreement, (vi) 50% Seller and Buyer will each be solely responsible for and bear all of their own respective transaction costs and expenses, including without limitation all costs payable to the Lenders expenses of legal counsel, accountants, and other advisors and consultants incurred at any time in connection with Buyer's assumption pursuing or consummating the transactions contemplated by this Agreement. Any other closing costs and charges not specifically designated as the responsibility of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller either Party in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held Agreement will be paid by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate Parties with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect each Site according to the Closing, including, but not limited to, legal fees usual and customary allocation/apportionment of such costs by Escrow Agent in the jurisdiction in which such Site is located. Buyer and each Seller (except in agree that there is little or no Personal Property included within the event Property and no portion of litigation), the Purchase Price for any Site will be borne and paid exclusively by the party incurring same, without reimbursement, except allocated or attributable to the extent otherwise specified in this ContractPersonal Property.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers At the Closing, HSRE-ESP shall pay all recording costs and all escrow costs. Furthermore, at Closing, the following costs shall be paid by HSRE-ESP and/or reimbursed to Extra Space or HSRE by HSRE-ESP, as applicable: (i) 50% all actual out of the prepayment premium for the RAIT Loan pocket costs incurred or paid to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held unaffiliated third parties by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders HSRE in connection with Buyer's assumption its due diligence investigation of the Existing LoansProperty, (vii) 50% of any the ESP Interests, the Texas Interests and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the ClosingExtra Space, including, but not limited to, legal fees the costs of Buyer the Surveys; (ii) all fees, costs, expenses, and each Seller (except other charges charged by Lender and/or any servicer of the Existing Indebtedness or incurred in the event satisfaction of litigation), will be borne and paid exclusively any condition or requirement imposed by the party incurring same, without reimbursement, except Lender or such servicer with respect to Lender’s consenting to the extent otherwise specified transaction which is the subject of this Agreement; (iii) all attorney’s fees and costs incurred by either Extra Space or HSRE in connection with the negotiation and documentation of the transaction which is the subject of this Agreement and the performance of due diligence for the benefit of HSRE pursuant to this Agreement (hereinafter collectively the “Reimbursable Costs”); provided, however, that in no event shall the aggregate amount of Reimbursable Costs paid to or for the benefit of HSRE pursuant to this Section 4.3.4 exceed the aggregate amount of Reimbursable Costs paid to or for the benefit of Extra Space pursuant to this Section 4.3.4 regardless of whether the aggregate amount of Reimbursable Costs paid or incurred by HSRE exceeds the aggregate amount of Reimbursable Costs paid or incurred by Extra Space. At Closing, the following costs shall be paid by Extra Space and/or HSRE-ESP in accordance with local practice and custom in the area applicable to each Property: (A) the cost of the base title policy, endorsements, reinsurance or coinsurance, (B) transfer, documentary and similar taxes related to the purchase of the ESP Interests, if any; provided, however, that in the absence of local practice and custom relating to the payment of such costs, such costs shall be paid by HSRE-ESP. Notwithstanding anything to the contrary in this ContractSection 4.3.4, if the Closing does not occur, no party to this Agreement shall be responsible for reimbursing any other party to this Agreement for fees, expenses costs incurred by or for the benefit of such party except as expressly provided otherwise in Section 13.1.2 below.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows(i) Seller shall pay: (aA) Sellers shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any Any and all state, county and/or municipal transfer fees and sales, intangibles, and conveyance taxes imposed upon the transactions contemplated hereby; (or equivalentsB) related to the Closing, if any, and (viii) the The costs, if any, of satisfying any monetary liens (other than the Existing Loan) required to be satisfied by Seller, curing title defects for any title defects Seller elects to cure and recording any curative title documents for any title defects Seller elects to cure; (C) The costs of recording the Special Warranty Deed; (D) The costs of recording the Assignment and Assumption of Ground Lease; (E) 100% of the costs of Title Insurance (excluding the cost of title endorsements requested by Buyer, which shall be borne by Buyer as provided below); (F) 100% of the brokerage commission payable to Seller’s Broker incurred by Seller in connection with the performance of its obligations under transactions contemplated herein, if and when this Contract, including any endorsement to the Title Policy which Sellertransaction closes, in its sole and absolute discretion, agrees an amount equal to obtain in order to cure title defectsone percent (1%) of the Purchase Price (G) One-half of Escrow Agent’s fees; and (H) Seller’s attorneys’ fees. (bii) Buyer shall pay pay: (iA) any premiums related The costs of Buyer’s due diligence investigations; (B) If Buyer elects to title insurance for extended coverage or any endorsements or modifications to any policy requested assume the Existing Loan, all assumption fees charged by Buyer the holder of the Existing Loan and all premiums related costs and expenses, including attorneys’ fees and out of pocket expenses, charged by such holder or otherwise incurred with respect to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost Buyer’s assumption of the SurveyExisting Loan, or, If Buyer elects not to assume the Existing Loan, all prepayment or defeasance fees, costs and expenses, including attorneys’ fees and out of pocket expenses, charged by the holder of the Existing Loan or otherwise incurred with respect to the Seller’s prepayment of the Existing Loan on the Closing Date; (vC) 50% of any Any and all transfer costs and expenses, including attorneys’ fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closingout of pocket expenses, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held charged by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer Ground Lessor in connection with the performance assignment of its obligations under the Seller’s ground leasehold interest in the Ground Lease to Buyer; (D) The costs of the Phase I environmental site assessment to be obtained by Buyer; (E) The costs of the Survey; (F) 0% of the cost of Title Insurance, except as provided in clause (H) below; (G) 100% of the brokerage commission payable to Buyer’s Broker (including any co-brokerage fees payable by Buyer’s Broker to other participating brokers) incurred in connection with the transactions contemplated herein, if and when this Contracttransaction closes; (H) The costs of any title endorsements requested by Buyer; (I) One-half of Escrow Agent’s fees; and (J) Buyer’s attorneys’ fees. (ciii) All other costs and expenses incurred by any Seller or Buyer with respect incident to this transaction and the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will closing thereof shall be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers Seller shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all documentary transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller tax due in connection with the performance consummation of its obligations under this Contractthe transaction contemplated herein, including any endorsement to the premium for the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) including the cost of title curative endorsements which Seller elects to obtain pursuant to Section 4 above) equal to the amount of a standard coverage owner's policy, costs of the Survey other than those costs to be paid by Purchaser pursuant to the immediately following sentence, all costs of recording any releases and fifty percent (50%) of all other escrow and closing costs. Purchaser shall pay all costs and expenses incurred in connection with obtaining any financing for the purchase of the Property, including title, escrow, documentation and appraisal costs relating thereto, any additional title insurance premium payable in connection with Purchaser obtaining an extended coverage owner's policy and any lender's policy of title insurance, the cost of any title endorsements which are not title curative endorsements pursuant to Section 4 above (including, without limitation, the endorsements described in Section 9(a)(ii) above), any reinsurance of the risk covered by the Title Policy, all costs of the Survey up to $17,100 plus any costs of altering or updating the Survey to satisfy requirements of Purchaser's lender, the fee for recording the Special Warranty Deed and any other conveyance documents that Buyer may choose Purchaser elects to recordrecord in the Official Records, and fifty percent (iii50%) 50% of any all other escrow fee or similar charges and closing costs. Each party shall bear the expense of Title Company and Closing Agent, (iv) its own counsel. If the cost sale of the SurveyProperty contemplated hereunder does not occur because of a default by Purchaser, (v) 50% of any all escrow cancellation and all transfer title fees and sales, intangibles, and conveyance taxes (or equivalents) related to shall be paid by Purchaser; if the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption sale of the Existing LoansProperty does not occur because of a default by Seller, (vii) 50% all escrow cancellation and title fees shall be paid by Seller; if the sale of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% Property contemplated hereunder does not occur because of the negative arbitrage associated with failure of a Seller's Condition Precedent or a Purchaser's Condition Precedent, in each case other than due to default, Seller and Purchaser shall each pay one-half of the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, escrow cancellation and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contracttitle fees. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)All base title premium, (ii) including the cost of providing extended coverage, for the Title Commitment, Policy (iii) if with coverage up to the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) amount of the negative arbitrage associated Purchase Price) with the RAIT Loan from the Closing Date until the RAIT Loan so-called “Gap” endorsement, and any endorsement required to clear any existing title encumbrance shall be shared equally by Seller and Purchaser. The cost of any other title endorsements (but not including any endorsement required to clear any existing title encumbrance) and recording fees (other than to clear any Required Curable Objections and Title Objections that Seller elects or is prepaid which is not required to Remove) shall be paid by Buyer; (iv) the cost 50% of any Purchaser at Closing. Any escrow fees shall be split equally between Seller and Purchaser. Purchaser shall bear and pay, and shall reimburse Seller for, any sales, value added, use, transfer, ad valorem, privilege, gross receipts, registration, conveyance, excise, license, goods and services, stamp or similar charges of Title Company and Closing Agenttaxes that arise out of, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption or are attributable to the sale of the Existing LoansProperty to Purchaser or any of the transactions contemplated herein (collectively, (vii) 50% of “Transfer Taxes”). Purchaser shall, at its own expense, file any necessary tax returns relating to Transfer Taxes and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related other documentation with respect to the Closing, if any, and (viii) the costs, if any, incurred by any Transfer Taxes. Seller shall provide Purchaser with such cooperation as Purchaser may reasonably request in connection with the performance preparation, execution and filing of its obligations under this Contractsuch tax returns. In addition, including any endorsement to the Title Policy which Seller shall be responsible for payment of all fees of Seller’s financial advisors, attorneys, accountants and other consultants, and Purchaser shall be responsible for payment of all fees of Purchaser’s financial advisors, attorneys, accountants and other consultants and all other fees, costs and expenses incurred in its sole and absolute discretion, agrees to obtain in order to cure title defectsconnection with Purchaser’s due diligence. (b) Buyer All other costs and expenses incident to the Transaction and the closing thereof shall pay be paid by the party incurring the same. If any cost for which Seller (ion the one hand) any premiums related or Purchaser (on the other hand) is responsible pursuant to title insurance for extended coverage or any endorsements or modifications to any policy requested the foregoing provisions of this Section 5.4.6 shall have been paid by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related prior to the Closing, if any, (vi) 50% then the other shall receive a credit in the amount of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if such payment on the Closing occurs on or prior to December 31, 2004, then 50% Statement. The terms and provisions of the negative arbitrage associated with the RAIT Loan from this Section 5.4.6 shall survive the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess and any earlier termination of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractAgreement. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers Seller shall pay reimburse Purchaser for up to a maximum of $600,000 for due diligence and closing expenses actually incurred by Purchaser to third parties in connection with all three (3) Properties combined in the following categories: (i) 50% seventy-five percent (75%) of the prepayment premium for legal expenses incurred in connection with the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by negotiation and preparation of the Lenders will be returned to Seller or credited to Seller at Closing)Little ▇▇▇▇ ▇▇▇▇▇ Contract and all Exhibits thereto, including without limitation the DOR and DCCRO; (ii) legal expenses incurred in connection with the cost negotiation and documentation of providing this Agreement, the Title CommitmentLeases, Limited Rent Guaranty, Stock Pledge Agreement, Owner Agreement, Guaranty of Landlord's Obligations and related agreements; (iii) if environmental reports prepared in connection with the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) purchase and sale of the negative arbitrage associated with Ownership Interests in the RAIT Loan from Owners of the Closing Date until the RAIT Loan is prepaid which is not paid by BuyerProperties pursuant to this Agreement; (iv) property appraisals for the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller Properties prepared in connection with the performance purchase and sale of its obligations the Ownership Interests in the Owners of the Properties under this ContractAgreement; (v) engineering/property evaluation reports prepared in connection with the sale of the Ownership Interests in the Owners of the Properties to Purchaser; (vi) property surveys of the Properties prepared in connection with due diligence under this Agreement; and (vii) up to $30,000 of reasonable out-of-pocket expenses incurred by Purchaser for travel (including meals), including any endorsement postage, long-distance telephone charges and photocopying in connection with the transactions contemplated hereby. Expenses which are to be reimbursed to Purchaser pursuant to clause (i) of the preceding sentence shall be reimbursed to Purchaser upon Closing under the Little ▇▇▇▇ ▇▇▇▇▇ Contract (unless Purchaser fails to close under such Contract and Seller elects to terminate this Agreement pursuant to Section 3.5(a)(iii)). Further expenses which are to be reimbursed pursuant to the Title Policy clauses (ii) and (vii) of the first sentence of this paragraph which Sellerrelate to all three Properties shall be allocated one-third (1/3) to each Property and reimbursed at the time of the Closing in respect of the Ownership Interests of the Owner of each Property; and expenses which are to be reimbursed to Purchaser pursuant to the first sentence of this paragraph which are specific to a Property (i.e., expenses under clauses (iii) through (vi), inclusive) shall be reimbursed at the time of the Closing in its sole and absolute discretion, agrees to obtain respect of the Ownership Interests of the Owner of that particular Property. All of Purchaser's expenses in order to cure title defectsexcess of $600,000 or Purchaser's expenses which do not fall within the above categories shall be borne by Purchaser. (b) Buyer Seller shall pay the premiums for the Title Insurance Policies to be provided at each Closing pursuant to Section 2.4 and Section 4.3(a) and shall be given a credit (inot to exceed $180,000.00) any premiums related against its obligation under Section 9.2(a) to title insurance for extended coverage reimburse Purchaser's expenses to the extent of the amount paid by or on behalf of Seller or any endorsements or modifications to any policy requested by Buyer and all Owner for such premiums related to any mortgagee policyincluding, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to recordwithout limitation, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders premiums paid in connection with Buyer's assumption title insurance policies to be issued upon the acquisition of each Property pursuant to the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Little ▇▇▇▇ ▇▇▇▇▇ Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 premiums paid for incremental increases in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred amount of coverage provided by Buyer in connection with the performance of its obligations under this Contractsuch policies during construction. (c) All Seller and Purchaser each agree to cooperate with each other in minimizing due diligence, closing and other costs to be incurred in connection with the transactions contemplated hereby. (d) Seller and Purchaser shall each pay one-half of any transfer, recordation or other similar taxes, impositions or expenses incurred by any Seller or Buyer in connection with respect to the Closing, including, but not limited to, legal fees Closings of Buyer and each Seller the transactions contemplated hereby. (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified e) Except as expressly provided in this ContractSection 9, Seller and Purchaser shall each pay their own separate costs and expenses incurred in connection with the transactions contemplated hereby, including the fees and expenses of counsel in connection with the preparation and negotiation of this Agreement, the Leases and all other documents and instruments in connection therewith and in consummating any and all of the transactions contemplated hereby and thereby. The obligations of the parties under this Section 9 shall survive the Closings.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers At the Closing, Seller shall pay be responsible for payment of the following: (i) 50% all documentary stamp, transfer, surtax, excise taxes, or other levies or charges of any kind and nature, payable upon the transfer of the prepayment premium for Property and/or recordation of the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), Deed; (ii) the cost of providing the Title Commitment, Company’s charges and recording fees for recording satisfactions of mortgages; (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) cost of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by BuyerOwner Policy; (iv) the cost 50% of any Title Company’s escrow fees or similar charges of Title Company charges; and Closing Agent, (v) the cost its own legal fees and costs (all of the premiums for a "standard coverage" Owner Policyforegoing, (vi) 50% of all costs payable to collectively the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which “Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects’s Closing Costs”). (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to At the Closing, if any, (vi) 50% of Purchaser shall receive from Seller a credit against the Purchase Price in the amount equal to all costs payable and out-of-pocket expenses incurred by Purchaser in initiating, processing and closing the transaction contemplated by this Agreement and the Facility Lease, including without limitation, costs of due diligence inspections, environmental phase one assessments, property condition reports, attorneys’ fees and legal costs, premium costs associated with any endorsements to the Lenders in connection with Buyer's assumption Owner’s Policy or an extended ALTA Owner Policy or its equivalent which Purchaser elects to obtain and costs of the Existing Loans, Updated Survey (vii) 50% all of the prepayment premium for foregoing, collectively the RAIT Loan to cause RAIT to release at “Purchaser’s Closing any security interests in its collateral relating to Costs”). Notwithstanding the foregoing, Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, responsible for any costs and out-of-pocket expenses (ix) the except for attorneys’ fees and costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (cwhich shall not exceed $100,000) All other expenses incurred by any Seller or Buyer with respect that Purchaser did not obtain Seller’s prior written consent to the Closingsame, including, but which shall not limited to, legal fees be unreasonably withheld. Seller shall provide its approval to any proposed cost or out-of-pocket expenses within two (2) Business Days of Buyer and each Seller (except in receipt of a written request from Purchaser. In the event Seller does not provide such consent within two (2) Business Days, the same shall be deemed approved by Seller. Further, upon receipt of litigationSeller’s written request, Purchaser shall promptly provide a detailed budget of such Purchaser’s Closing Costs. In the event Closing does not occur for any reason other than a Seller default, Seller shall not be obligated to reimburse Purchaser for any of the costs and expenses pursuant to this Section 6.02(b), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers Seller and Buyer agree to pay closing costs as follows: indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (a) Sellers the “Escrow Instructions”). At ▇▇▇, Seller shall pay (i) 50% the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases (unless incurred as a result of Buyer’s access, investigations and studies on or about the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at ClosingProperty), (ii) one-half the cost of providing the Title Commitmentfees and costs due Escrow Agent for its services, (iii) if the Closing occurs on transfer tax or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage excise tax associated with the RAIT Loan from sale of the Closing Date until the RAIT Loan is prepaid which is not paid by BuyerProperty, if any; and (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all other costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred be paid by Seller in connection with the performance of its obligations under this ContractAgreement. At ▇▇▇, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance one-half the fees and costs due Escrow Agent for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policyits services, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (viii) 50% the cost of any the Report and the premiums for the title policies and endorsements requested by Buyer and its lender, if applicable; and (iv) all transfer fees other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreement, Seller and salesBuyer will each be solely responsible for and bear all of their own respective expenses, intangiblesincluding, without limitation, expenses of legal counsel, accountants, and conveyance other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates, unless Tenant is responsible for all such taxes in accordance with the provisions of the Lease. All prorations shall be calculated through escrow as of ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with 21 and including the date on which the closing occurs through and including the last day of the month in which the closing occurs. All other credits and debits (e.g. in the event of prepaid utilities or equivalents) related to the Closingexpenses, if any, paid by Seller as landlord under the Lease) to Buyer shall be similarly prorated. If ▇▇▇ is on or after the 20th day of the calendar month in which ▇▇▇ occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which ▇▇▇ occurs (vithe “Initial Rent”) 50% shall be credited to Buyer at ▇▇▇ (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to by Seller or its constituent entities (any escrows held by the Lenders will shall be returned to Seller or credited deducted from Seller’s proceeds otherwise payable to Seller at Closing▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract Seller and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required each bear their own costs in regard to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractAgreement. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction Seller will be allocated between Sellers and Buyer as follows: pay (a) Sellers shall the cost of the Owner’s Policy (but excluding any endorsements thereto), any related search or exam fees, and any endorsements required for Seller’s cure of any Objectionable Matters; (b) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases; (c) one-half the fees and costs due Escrow Agent for its services; (d) any transfer taxes typically imposed on sellers in the applicable jurisdiction; (e) documentary taxes, mansion taxes, leasehold taxes, recording charges, and other such fees or charges associated with the sale and conveyance of the Property; and (f) all other costs to be paid by Seller under this Agreement. Buyer will pay (i) 50% any additional cost for a lender’s title policy and the costs of all endorsements to the prepayment premium Owner’s Policy (except any endorsements required for the RAIT Loan to cause RAIT to release at Closing Seller’s cure of any security interests in its collateral relating to Seller or its constituent entities (any escrows held Objectionable Matters) if required by the Lenders will be returned to Seller or credited to Seller at Closing), Buyer; (ii) the cost of providing the Title Commitment, Survey; (iii) if one-half the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyerfees and costs due Escrow Agent for its services; (iv) transfer taxes typically imposed on buyers in the cost 50% of any escrow fees or similar charges of Title Company respective jurisdiction; and Closing Agent, (v) the cost all other costs to be paid by Buyer under this Agreement. Except as otherwise provided in this Agreement, Seller and Buyer will each be solely responsible for and bear all of the premiums for a "standard coverage" Owner Policytheir own expenses, (vi) 50% including without limitation any expenses of all costs payable to the Lenders legal counsel, accountants, and other advisors incurred at any time in connection with Buyer's assumption pursuing or consummating the transactions contemplated hereby. Any other closing costs for the Property that are not specifically designated as the responsibility of either Party in this Agreement will be paid by Seller and Buyer according to the usual and customary allocation of the Existing Loans, (vii) 50% of any same by Escrow Agent for the Property’s locale. Seller agrees that all closing costs and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred charges payable by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which may be deducted from Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs ’s proceeds otherwise payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if . Buyer is required will deposit with Escrow Agent sufficient cash to pay the negative arbitrage under the Partnership Sale Contract all of Buyer’s closing costs and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contractcharges. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers At the Closing, Seller and Seller Parties shall pay be responsible for payment of the following: (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)their own attorneys’ fee, (ii) the cost one-half of providing any escrow closing fee charged by the Title CommitmentCompany and Escrow Agent, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) cost of the negative arbitrage associated with premium for the RAIT Loan from Owner Policy (or Owner Policies if separate Owner Policies are requested by Purchaser) but excluding the Closing Date until the RAIT Loan is prepaid which is not paid cost of any endorsements requested by Buyer; Purchaser or a Purchaser Party, and (iv) any commission owed by S▇▇▇▇▇ and Seller Parties to its broker, Blueprint Healthcare Real Estate Advisors, LLC (“Seller’s Broker”). At the cost 50% Closing, Purchaser and Purchaser Parties shall be responsible for the payment of any the following: (i) their own attorneys’ fees, (ii) one-half of the escrow fees or similar charges of closing fee charged by the Title Company and Closing Escrow Agent, (iii) the cost of any endorsements to the Owner Policy (or Owner Policies if separate Owner Policies are requested by Purchaser) requested by Purchaser, (iv) all recording fees, transfer taxes, documentary stamp taxes or similar taxes due on the recording of the Deeds, (v) the cost costs of all third-party due diligence reports obtained by Purchaser or any Purchaser Party, inclusive of the premiums for a "standard coverage" Owner PolicySurveys, and (vi) 50% of all the costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defectsother closing costs not enumerated above. (b) Buyer shall pay EACH PARTY HERETO REPRESENTS TO THE OTHER THAT (iI) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policyEXCEPT FOR ANY COMMISSION DUE TO SELLER’S BROKER BY SELLER, THERE ARE NO REAL ESTATE COMMISSIONS, FINDERS’ FEES OR BROKERS’ FEES THAT HAVE BEEN OR WILL BE INCURRED IN CONNECTION WITH THIS AGREEMENT OR THE SALE OF THE PROPERTY, AND (iiII) the cost of recording the Deed and any other conveyance documents that Buyer may choose to recordOTHER THAN SELLER’S BROKER WHICH HAS BEEN RETAINED EXCLUSIVELY BY SELLER, (iii) 50% of any escrow fee or similar charges of Title Company and Closing AgentSUCH PARTY HAS NOT AUTHORIZED ANY BROKER OR FINDER TO ACT ON SUCH PARTY’S BEHALF IN CONNECTION WITH THE SALE AND PURCHASE HEREUNDER. EACH PARTY HERETO AGREES TO INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY FROM AND AGAINST ANY AND ALL CLAIMS, (iv) the cost of the SurveyLOSSES, (v) 50% of any and all transfer fees and salesDAMAGES, intangiblesCOSTS OR EXPENSES OF ANY KIND OR CHARACTER ARISING OUT OF OR RESULTING FROM ANY AGREEMENT, and conveyance taxes (or equivalents) related to the ClosingARRANGEMENT OR UNDERSTANDING ALLEGED TO HAVE BEEN MADE BY SUCH PARTY WITH ANY BROKER OR FINDER OTHER THAN SELLER’S BROKER IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. AT THE CLOSING, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractSELLER SHALL PAY ANY COMMISSION DUE TO SELLER’S BROKER FOR ITS BROKER SERVICES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. THIS OBLIGATION WILL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: Purchaser shall pay, on the Closing Date, (a) Sellers one-half of any escrow fees of the Escrow Agent, (b) the costs relating to the extended portion of the premiums for the ALTA Extended Owner's Policies of Title Insurance issued pursuant to the Title Commitments (collectively, the “Title Policy”) as set forth on Exhibit “P”, (c) all title insurance costs and premiums relating to endorsements or other modifications to the Title Policy issued pursuant to the Title Commitments and any mortgagee’s policies of title insurance, (d) the fees of Purchaser’s counsel, (e) all costs relating to the Survey, if any, (f) any recording or filing fees necessary to record the Deed (as hereinafter defined) (except with respect to the Tempe Land), (g) documentary stamp, recordation or transfer tax related to the conveyance of title to the Property as set forth on Exhibit “P”, and (h) any other expenses incurred by Purchaser, or its consultants or representatives in inspecting and evaluating the Property or closing this transaction. Seller shall pay pay, on the Closing Date, (i) 50% any recording or filing fees necessary to remove any (A) Unacceptable Encumbrances which Seller is obligated or agreed to remove under the terms of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing this Agreement and (B) any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)Required Clearance Exceptions, (ii) any documentary stamp, recordation or transfer tax related to the cost conveyance of providing title to the Title CommitmentProperty as set forth on Exhibit “P”, (iii) if the Closing occurs on any recording or prior filing fees necessary to December 31, 2004, then the portion (which may be all) record each of the negative arbitrage associated Deed and Affidavit of Property Value with respect to the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; Tempe Land, (iv) the cost 50% one-half of any escrow fees or similar charges of Title Company and Closing the Escrow Agent, (v) the cost of all costs relating to the premiums for a "standard coverage" Owner Policythe Title Policy as set forth on Exhibit “S”, and (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this ContractSeller’s counsel.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers At or prior to Closing, Seller shall pay the following costs, expenses and fees: (i) 50% Seller’s legal fees, and (ii) any commission payable to the Broker (as defined below), pursuant to Section 17 of this Agreement. (b) At or prior to Closing, Purchaser shall pay the following costs, expenses and fees: (i) all costs related to the necessary approvals, permits and filings as needed to create a separate legal parcel for the Property and to grant the easements created in the RCEA, including any required severance(s), subdivision or consents required pursuant to the provisions of the prepayment premium for Planning Act (Ontario) governing the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities subdivision of lands (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closingcollectively, “Subdivision Approvals”), ; (ii) all costs of Purchaser’s due diligence review of the Property, including, without limitation, physical inspections, preparation of appraisals, feasibility studies, environmental, engineering or geotechnical reports or studies, preparation and review of any boundary or as-built surveys, including, without limitation, the Survey (as defined below); (iii) the cost of providing the Title Commitment, obtaining all Approvals (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyeras defined below); (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, obtaining all Third Party Approvals (as defined below); (v) the cost of the premiums for a "standard coverage" Owner Policy, Purchaser’s legal fees; (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, land transfer taxes and similar taxes payable; (vii) 50% of any and all transfer registration fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), on registrable documents; (viii) if Buyer is required applicable, all title insurance fees and premiums, including, without limitation, any costs, fees and premiums related to pay the negative arbitrage under the Partnership Sale Contract issuance of a title insurance commitment and the Asset Sale Contract any owner’s title insurance policy obtained by Purchaser at Closing, including, any endorsements thereto, and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, search and examination fees; and (ix) the costsreasonable fees and expenses of any consultants retained by Seller to review the submittals made by Purchaser pursuant to this Agreement (including, without limitation, the Survey, Site Plan and Elevations and Plans) in an amount not to exceed Twelve Thousand Dollars ($12,000.00) plus HST (the “Review Fee”); (x) the sum of Thirty Thousand and No/100 Dollars $30,000 plus HST to Seller, as Purchaser’s one-time contribution to Seller’s future costs of maintaining, repairing and replacing the access drives on the HD Property (which obligations of the Seller shall be confirmed in the RCEA (as defined below) (xi) the sum of Twenty Thousand and No/100 Dollars ($20,000) plus HST to Seller, as Purchaser’s contribution towards the cost of the Pylon Sign (as defined below) on which the Purchaser shall have the right to install its sign panel in accordance with Section 11(c) below; and any commissions, fees or compensation due and payable to any broker that Purchaser retained in connection with this transaction. Purchaser shall pay Seller the Review Fee at Closing or upon an earlier termination of this Agreement (save and except where such termination arises as a result of a breach or non-performance by the Seller of any of its obligations pursuant to this Agreement, in which case such Review Fee shall not be payable by the Purchaser), upon delivery by the Seller to the Purchaser of written evidence, satisfactory to the Purchaser, acting reasonably, of the payment by the Seller of such fees and expenses; it being specifically acknowledged and agreed that upon a termination of this Agreement prior to Closing such Review Fee shall first be deducted from any refundable Deposits that would otherwise be payable to Purchaser and the balance, if any, incurred shall be paid to Seller by Buyer in connection with Purchaser within five (5) business days after the performance termination of its obligations under this ContractAgreement. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal costs and fees of Buyer and each Seller (except in the event of litigation), will shall be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contractsuch costs and fees.

Closing Costs. Costs of closing this transaction will be allocated between Sellers Buyer shall pay the following costs and Buyer as follows: expenses associated with the following: (a) Sellers shall pay all costs of Buyer’s Due Diligence, including fees due its consultants and attorneys, (ib) 50% all lenders’ fees related to any financing to be obtained by Buyer, (c) all recording and filing charges in connection with the instruments by which Seller conveys the Property, (d) the commission due Buyer’s Broker, (e) one half of all escrow or closing charges, (f) all premiums and charges of the prepayment premium Title Company for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities Title Commitment and the Owner’s Title Policy (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closingincluding endorsements), and (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (vg) the cost of the premiums for a "standard coverage" Owner PolicySurvey (including any Survey costs incurred by Seller in anticipation of the sale of the Property). Seller shall pay the following costs and expenses associated with the Transaction: (i) the commission due Seller’s Broker, (viii) 50% of all fees due its attorneys, (iii) all costs payable to the Lenders incurred in connection with Buyer's assumption of causing the Existing LoansTitle Company to Remove any Required Removal Exceptions, (viiiv) 50% one half of any and all escrow or closing charges, (v) all transfer fees taxes, sales taxes, documentary stamp taxes and sales, intangibles, and conveyance taxes (or equivalents) related to the Closingsimilar charges, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement applicable to the Title Policy which Seller, in its sole and absolute discretion, agrees transfer of the Property to obtain in order to cure title defects. Buyer (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications but not with respect to any policy requested financing to be obtained by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangiblesBuyer), and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs real estate brokerage commissions established on or prior to December 31, 2004, then 50% before the date of the negative arbitrage associated with the RAIT Loan from the this Agreement but due and payable post-Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the ClosingRequired Lease with the Required Tenant (the “Established Brokerage Commissions”). The obligations of the parties under this Section 6.5 shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. In addition, includingSeller agrees to hold harmless and indemnify Buyer from and against any and all Liabilities (including reasonable attorneys’ fees, but not limited to, legal fees expenses and disbursements) suffered or incurred by Buyer as a result of Buyer and each any claims for Established Brokerage Commissions by any party claiming to have represented Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contractor Required Tenant.

Closing Costs. Costs of closing this transaction Seller will be allocated between Sellers and Buyer as follows: pay (a) Sellers shall the cost of the Owner’s Policy, any related search or exam fees, and any endorsements required for Seller’s cure of any Objectionable Matters; (b) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases; (c) one-half the fees and costs due Escrow Agent for its services; (d) any transfer taxes typically paid by the Seller, and documentary taxes; (e) recording charges related to the recording of any release of mortgage and/or liens; and (e) all other costs to be paid by Seller under this Agreement, which are typically considered “Seller’s costs”. Buyer will pay (i) 50% of the prepayment premium any additional cost for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held a lender’s title policy, if required by the Lenders will be returned to Seller or credited to Seller at Closing), Buyer; (ii) the cost of providing the Title Commitment, Survey; (iii) if one-half the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyerfees and costs due Escrow Agent for its services; (iv) the cost 50% of any escrow fees or similar charges of Title Company all title endorsements not required to cure Objectionable Matters; and Closing Agent, (v) the cost all other costs to be paid by Buyer under this Agreement, which are typically considered “Buyer’s costs”. Except as otherwise provided in this Agreement, Seller and Buyer will each be solely responsible for and bear all of the premiums for a "standard coverage" Owner Policytheir own expenses, (vi) 50% including without limitation any expenses of all costs payable to the Lenders legal counsel, accountants, and other advisors incurred at any time in connection with Buyer's assumption pursuing or consummating the transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of either Party in this Agreement will be paid by Seller and Buyer according to the usual and customary allocation of the Existing Loans, (vii) 50% of any same by Escrow Agent for the Property’s locale. Seller agrees that all closing costs and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred charges payable by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which may be deducted from Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs ’s proceeds otherwise payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if . Buyer is required will deposit with Escrow Agent sufficient cash to pay the negative arbitrage under the Partnership all of Buyer’s closing costs and charges. Purchase and Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31Agreement Walgreens – Kilgore, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.TX

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers Seller shall pay (i) 50% the cost of preparing or ------------- obtaining documents or consents to be delivered by Seller to Purchaser pursuant to this Agreement (specifically excluding, however, any sums paid or, to be paid to the franchiser as a prerequisite to the assignment of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at ClosingFranchise), (ii) all transfer taxes, conveyance taxes, documentary stamps, and other similar taxes, fees or charges payable to any governmental authority as a result of the cost transfer of providing the Title CommitmentHotel, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer convey the Hotel free and clear of all premiums related to any mortgagee policyliens, (ii) encumbrances, conditions and exceptions other than the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing AgentPermitted Exceptions, (iv) the cost of the SurveyTitle Policy, exclusive of the cost of any endorsements thereto requested by Purchaser, (v) 50% one-half of any escrow fee imposed by the Title Company and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% the fees and disbursements of all costs its counsel. Purchaser shall pay (i) the cost of updating and recertifying the Survey, (ii) recording fees and charges required to record the Seller's Deed, (iii) any mortgage recording taxes, documentary stamps, intangibles tax and other taxes, fees or charges payable to any governmental authority as a result of any mortgage financing obtained by Purchaser for the Lenders in connection with Buyer's assumption acquisition of the Existing LoansHotel, (viiiv) 50% the cost of any endorsements to the prepayment premium Title Policy, the Title Policies for the RAIT Loan to cause RAIT to release at Closing Other Hotels and any security interests in its collateral relating to Seller or its constituent entities endorsements thereto, (v) one-half of any escrows held escrow fee imposed by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, Title Company and (ixvi) the costs, if any, fees and disbursements of its counsel. Any other expenses or charges incurred by Buyer the parties and not expressly addressed in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will Agreement shall be borne and paid exclusively by the party incurring samesaid expense or charge. Other than payment of the items specifically listed in the first sentence of this Section 11.5, payment of the brokerage commissions as stated herein to be paid by Seller, prorations and adjustments as provided herein, and expenses incurred by Seller by its own initiation, which costs shall be borne by Seller as herein provided, and any fees and expenses incurred in connection with: (i) the prepayment of the First Note secured by the First Mortgage and the Lincoln Consent, (ii) the prepayment of that certain Promissory Note (the "Second Note") in the original principal amount of $3,750,000 secured by a Deed to Secure Debt, Assignment of Leases and Rents, and Security Agreement (Junior Loan) (the "Second Mortgage") held by Harbor Hospitality Atlanta Limited Partnership ("Harbor Hospitality") and the consent of Harbor Hospitality thereto (the "Harbor Hospitality Consent"), and (iii) any other actions required to achieve a Free and Clear Conveyance, subject to the Permitted Exceptions Seller shall not be responsible for any other costs whatsoever incurred in connection herewith, and Purchaser shall pay all other such costs, including, without reimbursementlimitation, except the items specifically listed in the second sentence of this Section 11.5, prorations and adjustments as provided herein, environmental audit or review expenditures, all costs and fees related to Purchaser's line of credit financing, and all other costs as provided herein to be paid by Purchaser. Notwithstanding the extent otherwise specified in this Contractforegoing, Seller shall be responsible for all costs incurred solely because of Seller's willful misconduct or gross negligence.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers Seller shall pay (i) 50% the attorneys’ fees of Seller, the costs of the prepayment premium for Survey, the RAIT Loan brokerage commission due Broker pursuant to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities Section 10.1 of this Agreement, the Real Estate Transfer Taxes (any escrows held by if any) imposed upon the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) conveyance of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing AgentProperty, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed Special Warranty Deed, the cost of issuing the Title Commitment (including the costs of the endorsements listed in the first sentence of Section 3.4 of this Agreement, to the extent such endorsements are issued in Tennessee), the cost of title insurance premiums for the owner’s title insurance policy issued by the Title Company to Purchaser in accordance with the Title Commitment (including the costs of the endorsements listed in the first sentence of Section 3.4 of this Agreement, to the extent such endorsements are issued in Tennessee), the Transfer Fee with respect to the Letter of Credit, and any all other conveyance documents that Buyer may choose to record, (iii) 50% costs and expenses incurred by Seller in closing and consummating the purchase and sale of the Property pursuant hereto. Seller shall pay one half of any escrow fee or similar charges closing fees charged by the Title Company. Purchaser shall pay one half of any escrow closing fees charged by the Title Company and Closing Agent, (iv) Company. Purchaser shall pay the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs title insurance premiums payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchasedmortgagee title insurance policies (including without limitation all endorsements thereto) that may be issued by the Title Company to any lender(s) of Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy other than the endorsements the costs of which are the responsibility of Seller as set forth above, the costs of issuing and (ix) title insurance premiums for any owner’s title insurance policy obtained by Purchaser other than the costsowner’s title insurance policy issued by the Title Company in accordance with the Title Commitment, if any, incurred by Buyer all other recording fees on all instruments to be recorded in connection with these transactions, the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of its obligations under this ContractPurchaser’s due diligence inspection of the Property (including without limitation appraisal costs, environmental audit and assessment costs, and engineering review costs) and in closing and consummating the purchase and sale of the Property pursuant hereto. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs As to each Property, Buyer and Seller will split, according to local custom where the Property is located, the cost of closing this transaction the Owner’s Policy, any related search or exam fees. As to each Property, Seller will be allocated between Sellers and Buyer as follows: pay (a) Sellers shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing any endorsements required for Seller’s cure of any Objectionable Matters; (b) the Title Commitmentcosts of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases; (iiic) if one-half the Closing occurs on fees and costs due Escrow Agent for its services; (d) any transfer taxes, documentary taxes, mansion taxes, recording charges, and other such fees or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage charges associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not sale and conveyance of such Property; and (e) all other costs to be paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this ContractAgreement. As to each Property, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall will pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, ; (vii) 50% one-half the fees and costs due Escrow Agent for its services; (iii) the cost of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders endorsements issued in connection with Buyer's assumption such Owner’s Policy other than endorsements required for Seller’s cure of Objectionable Matters and (iv) all other costs to be paid by Buyer under this Agreement. Except as otherwise provided in this Agreement, Seller and Buyer will each be solely responsible for and bear all of their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transactions contemplated hereby. Any other closing costs for a Property that are not specifically designated as the responsibility of either Party in this Agreement will be paid by Seller and Buyer according to the usual and customary allocation of the Existing Loans, (vii) 50% of the prepayment premium same by Escrow Agent for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to such Property’s locale. Seller or its constituent entities (any escrows held agrees that all closing costs and charges payable by the Lenders will Seller may be returned to Seller or credited deducted from Seller’s proceeds otherwise payable to Seller at Closing), (viii) if . Buyer is required will deposit with Escrow Agent sufficient cash to pay the negative arbitrage under the Partnership Sale Contract all of Buyer’s closing costs and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contractcharges. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: Seller shall pay (a) Sellers all title insurance search and examination fees with respect to the Title Reports, (b) the premium for standard coverage under the Title Policy, (c) one-half of fees and expenses charged by the Title Company and (d) any transfer taxes (and surtax), similar conveyance taxes, and documentary stamp taxes, surtaxes or recording taxes, regardless of which party such costs are statutorily or customarily imposed upon payable in connection with the transactions contemplated in this Agreement and (e) Loan Assumption Costs, but consisting only of the Lender’s assumption fee to the extent in excess of Buyer’s Assumption Fee Cap. Buyer shall pay (ia) 50% of any documentary stamp tax payable in connection with any financing obtained by Buyer (including the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at ClosingAssumption), (iib) the premium for extended coverage under the Title Policy and the cost of any title endorsements and affirmative insurance required by Buyer or its lender, (c) the cost of providing the any Updated Title CommitmentReports or Surveys, (iiid) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar all recording charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance recording of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to recorded in connection with the Closing, if anyincluding all costs, fees and taxes in connection with any financing obtained by Buyer (except to the extent that “recording charges” in the Commonwealth of Virginia may actually be transfer taxes which are the responsibility of Seller), (vie) 50% of all costs payable any sales or use taxes relating to the Lenders transfer of any Personal Property to Buyer, (f) all Loan Assumption Costs, but subject to Buyer’s Assumption Fee Cap, (g) all fees and costs related to Buyer’s financing, (h) all fees, costs or expenses in connection with Buyer's assumption ’s due diligence reviews under this Agreement, other than the reports and other materials provided and paid for by Seller as part of the Existing Loans, Diligence Materials and (viii) 50% one-half of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held fees and expenses charged by the Lenders will Title Company. Any other closing costs shall be returned to allocated in accordance with local custom. Except as expressly provided in the indemnities set forth in this Agreement, Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchasedtheir respective legal, consulting and (ix) the costs, if any, other professional fees and expenses incurred by Buyer in connection with this Agreement and the performance transaction contemplated hereby and their respective shares of its obligations under prorations as hereinafter provided. The provisions of this Contract. (c) All other expenses incurred Section 6.5 shall survive the Closing or termination of this Agreement. Unless the parties agree otherwise, the Allocated Purchase Prices shall be used to calculate transfer taxes that are required to be paid by any Seller or hereunder and for purposes of disclosing the consideration paid by Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contractthat such disclosure is required by applicable state law.

Closing Costs. Costs of closing this transaction will be allocated between Sellers Seller and Buyer agree to pay closing costs as follows: indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (a) Sellers the “Escrow Instructions”). At ▇▇▇, Seller shall pay (i) 50% the costs of the prepayment premium for the RAIT Loan releasing all liens, judgments, and other encumbrances that are to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)released and of recording such releases, (ii) one-half the cost of providing the Title Commitmentfees and costs due Escrow Agent for its services, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage transfer tax associated with the RAIT Loan from sale of the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; Properties, if any, (iv) the cost 50% one-half of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if anySurveys, and (viiiv) the costs, if any, incurred all other costs to be paid by Seller in connection with the performance of its obligations under this ContractAgreement. At ▇▇▇, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance one-half the fees and costs due Escrow Agent for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policyits services, (ii) the cost one-half of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the SurveySurveys and (iii) all other costs to be paid by Buyer under this Agreement. Except as otherwise provided for in this Agreement, (v) 50% Seller and Buyer will each be solely responsible for and bear all of any and all transfer fees and salestheir own respective expenses, intangiblesincluding, without limitation, expenses of legal counsel, accountants, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders other advisors incurred at any time in connection with Buyer's assumption pursuing or consummating the transaction contemplated herein. Real estate taxes are paid directly by the Tenant under the terms of the Existing LoansLeases and shall not be prorated at ▇▇▇. All prorations shall be calculated through escrow as of ▇▇▇ based upon the latest available information, (vii) 50% including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with and including the date on which the closing occurs through and including the last day of the prepayment premium month in which the closing occurs. All other credits to Buyer shall be similarly prorated. If ▇▇▇ is on or after the 20th day of the calendar month in which ▇▇▇ occurs, the monthly base rent due to Buyer under the terms of the Leases for the RAIT Loan full calendar month of the month following the day on which ▇▇▇ occurs (the “Initial Rent”) shall be credited to cause RAIT to release Buyer at Closing any security interests ▇▇▇ (and, in its collateral relating such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Leases, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or its constituent entities (any escrows held in this Agreement shall be paid by Seller and Buyer according to the Lenders will usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be returned to Seller or credited deducted from Seller’s proceeds otherwise payable to Seller at Closing▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract Seller and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required each bear their own costs in regard to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractAgreement. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. The Closing Costs of closing this transaction will shall be allocated and other closing adjustments and prorations made between Sellers Seller and Buyer Purchaser as follows: (a) Sellers The Seller shall pay be charged with the following items: (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitmentowner’s policies of title insurance for the Properties (ALTA Form, including any additional premiums to delete the “standard” exceptions for parties in possession, matters of survey and construction lien claims, and to issue such Endorsements as Purchaser may request provided the same are permitted by law and are customary in similar commercial transactions) customarily paid by a grantor in applicable jurisdictions; (ii) those Transfer Taxes customarily paid by a grantor, if any, imposed in connection with the transfers contemplated hereby (specifically, the grantor’s tax in Virginia); (iii) if costs of removing any lien, assessment or encumbrance required to be discharged hereunder in order to convey title to the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; Properties as herein provided; (iv) the cost 50% legal fees and expenses of any escrow fees or similar charges of Title Company and Closing Agent, Seller; (v) the cost of the premiums for a "standard coverage" Owner Policy, architect’s and engineer’s certificates required hereunder; and (vi) 50% the fee, if any, required by the manufacturer for the transfer by Seller to Buyer of all costs the manufacturer’s roof membrane warranty for each building. (b) The Purchaser shall be charged with the following items in addition to the Purchase Price payable to Seller at Closing: (i) the Lenders cost of the owner’s policies of title insurance for the Properties (ALTA Form, including any additional premiums to delete the “standard” exceptions for parties in possession, matters of survey and construction lien claims, and to issue such Endorsements as Purchaser may request provided the same are permitted by law and are customary in similar commercial transactions) customarily paid by a grantee in applicable jurisdictions; (ii) Transfer Taxes customarily paid by a grantee, imposed in connection with Buyer's assumption of the Existing Loanstransfer contemplated hereby (including, (vii) 50% of without limitation, the grantee’s tax in Virginia), together with any and all transfer recordation taxes or charges imposed on any mortgage or deed of trust, all other Clerk’s fees and salessimilar changes; (iii) fees and expenses of Purchaser’s and Tenant’s counsel; (iv) Purchaser’s third-party inspection, intangiblesappraisal, review and other acquisition costs. (v) all costs of any financings, including loan fees, lender’s counsel’s fees, escrows, or similar costs. Taxes, assessments, utility charges and other charges for 2003 shall be prorated as of Closing, and conveyance Seller shall be responsible for such matters relating to the period prior to Closing, and Tenant shall be responsible for such matters from and after Closing. Certified, confirmed and ratified special assessments liens as of the Closing Date are to be paid by Seller. Seller shall also pay and be responsible for any taxes (or equivalents) related assessments incurred prior to 2003 including but not limited to past due taxes or “rollback” taxes or retroactively assessed taxes which arise out of or relate to any prior use of the Property or any improper or inadequate assessment of the Property for the period prior to the Closing, which obligation shall expressly survive the Closing. (c) As used herein, the term “Transfer Taxes” shall mean any transfer, sales, use, recordation or other similar taxes, impositions, expenses or fees incurred in connection with the Closing or instruments in connection therewith for the sale, transfer or conveyance of the Properties from Seller to Purchaser or the lease of any Property from Purchaser to Tenant. Transfer Taxes shall not include, and each Seller shall be solely responsible for any taxes due in respect of its income, net worth or capital, if any, and (viii) the costsany privilege, if anysales and occupancy taxes, incurred by Seller due or owing to any governmental entity in connection with the performance operation of its obligations under this Contract, including Property for any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost period of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related time prior to the Closing, if anyand Purchaser or Tenant, (vi) 50% of as applicable, shall be solely responsible for all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium such taxes for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract period from and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to after the Closing, including, but not limited to, legal fees and provided further that any income tax arising as a result of Buyer the sale and each transfer of any Property by Seller (except in to Purchaser shall be the event sole responsibility of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this ContractSeller.

Closing Costs. Costs of closing this transaction Seller will be allocated between Sellers and Buyer as follows: pay (a) Sellers shall the cost of a standard coverage Owner’s Policy, any related search or exam fees, and any endorsements required for Seller’s cure of any Objectionable Matters; (b) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases; (c) one-half the fees and costs due Escrow Agent for its services; (d) any transfer taxes, documentary taxes, recording charges, and other such fees or charges typically associated with the sale and conveyance of the Property; and (e) all other costs to be paid by Seller under this Agreement. Buyer will pay (i) 50% any additional cost for a lender’s title policy, if required by Buyer, and the cost of adding extended coverage to the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), Owner’ Policy; (ii) the cost of providing the Title Commitment, Survey; (iii) if one-half the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyerfees and costs due Escrow Agent for its services; (iv) the cost 50% of any escrow fees or similar charges of and costs due Local Title Company Agent for its services; and Closing Agent, (v) the cost all other costs to be paid by Buyer under this Agreement. Except as otherwise provided in this Agreement, Seller and Buyer will each be solely responsible for and bear all of the premiums for a "standard coverage" Owner Policytheir own expenses, (vi) 50% including without limitation any expenses of all costs payable to the Lenders legal counsel, accountants, and other advisors incurred at any time in connection with Buyer's assumption pursuing or consummating the transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of either Party in this Agreement will be paid by Seller and Buyer according to the usual and customary allocation of the Existing Loans, (vii) 50% of any same by Escrow Agent for the Property’s locale. Seller agrees that all closing costs and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred charges payable by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which may be deducted from Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs ’s proceeds otherwise payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if . Buyer is required will deposit with Escrow Agent sufficient cash to pay the negative arbitrage under the Partnership Sale Contract all of Buyer’s closing costs and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contractcharges. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers Seller and Buyer agree to pay closing costs as follows: indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (a) Sellers the “Escrow Instructions”). At ▇▇▇, Seller shall pay (i) 50% the costs of the prepayment premium for the RAIT Loan releasing all liens, judgments, and other encumbrances that are to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)released and of recording such releases, (ii) one-half the cost of providing the Title Commitmentfees and costs due Escrow Agent for its services, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage transfer tax associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost sale of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the ClosingProperties, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the SurveySurveys, and (v) 50% of any and all transfer other costs to be paid by Seller under this Agreement. At ▇▇▇, Buyer shall pay (i) one-half the fees and sales, intangiblescosts due Escrow Agent for its services, and conveyance taxes (or equivalentsii) related all other costs to the Closingbe paid by Buyer under this Agreement. Except as otherwise provided for in this Agreement, if anySeller and Buyer will each be solely responsible for and bear all of their own respective expenses, (vi) 50% including, without limitation, expenses of all costs payable to the Lenders legal counsel, accountants, and other advisors incurred at any time in connection with Buyer's assumption pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates. All prorations shall be calculated through escrow as of ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenants for the period beginning with and including the date on which the closing occurs through and including the last day of the Existing Loans, (vii) 50% month in which the closing occurs. All other credits to Buyer shall be similarly prorated. If ▇▇▇ is on or after the 20th day of the prepayment premium calendar month in which ▇▇▇ occurs, the monthly base rent due to Buyer under the terms of the Leases for the RAIT Loan full calendar month of the month following the day on which ▇▇▇ occurs (the “Initial Rent”) shall be credited to cause RAIT to release Buyer at Closing any security interests ▇▇▇ (and, in its collateral relating such event, Tenants shall pay the Initial Rent to Seller and, notwithstanding the terms of the Leases, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or its constituent entities (any escrows held in this Agreement shall be paid by Seller and Buyer according to the Lenders will usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be returned to Seller or credited deducted from Seller’s proceeds otherwise payable to Seller at Closing▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract Seller and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required each bear their own costs in regard to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractAgreement. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: Seller shall pay the following expenses: (a) Sellers shall pay (i) 50% of the prepayment title insurance premium for the RAIT Loan Title Policy at a rate not in excess of the standard issue rates; (b) the costs to cause RAIT to release at Closing any security interests obtain the Updated Survey; (c) one-half of all closing escrow fees, including "New York Style" closing fees; and (d) Seller's legal fees incurred in its collateral relating to Seller connection with this Agreement. Purchaser shall pay the following expenses: (a) the costs of all so-called "extended coverage" in connection with, or its constituent entities (any escrows held by endorsements to, the Lenders will be returned to Seller or credited to Seller at Closing)Title Policy, (ii) together with the cost of providing any other title insurance coverage (such as lender's insurance policies); (b) one-half of all closing escrow fees, including "New York Style" closing fees; (c) all costs and expenses associated with Purchaser's financing, if any; and (d) Purchaser's legal fees and expenses. Also, as provided elsewhere in this Agreement, Owner shall retain the Hawthorn Swap. The parties do not believe that any conveyance fee, documentary, stamp or transfer tax (a "TRANSFER TAX") is owing on account of Purchaser's acquisition of the Partnership Interest or the distribution of each of the entire Seller 1 GP Interest and the entire Seller 1 LP Interest from Prior Owner to, or at the direction of, Seller 1; however, if it is ever determined or alleged by a governmental agency that a Transfer Tax is owing on account of such acquisition of Partnership Interest or distribution of each of the entire Seller 1 GP Interest and the entire Seller 1 LP Interest from Prior Owner to, or at the direction of, Seller 1, the same shall be the responsibility of Purchaser and not Seller, and Purchaser shall indemnify, defend and hold Purchaser Indemnified Parties harmless therefrom. Seller shall act reasonably in cooperating in the defense of such claim. The provisions of this Section 9 shall survive Closing or any termination of this Agreement. 100 [Intentionally Omitted] 110 NEW YORK STYLE CLOSING. It is contemplated that the transaction shall be closed by means of a so-called New York Style closing, with the concurrent delivery of the documents of title, transfer of interest, delivery of the title policy or marked-up title commitment described in Section 4.3(d) and the payment of the Cash Balance. Seller and Purchaser shall each provide any undertaking to the Title CommitmentCompany necessary to accommodate the New York Style Closing. In no event shall Purchaser be required to accept any "gap" risk. In no event shall Purchaser or Owner be required to furnish any affidavits or other indemnities to the Title Company 120 ATTORNEYS' FEES AND COSTS. In the event any suit or action is instituted to interpret or enforce the terms of this Agreement, (iii) if or in connection with any arbitration or mediation of any dispute, the Closing occurs on or prior prevailing party shall be entitled to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan recover from the Closing Date until other party such sum as the RAIT Loan is prepaid which court, arbitrator or mediator may adjudge reasonable as such party's costs and attorney's fees, including such costs and fees as are incurred in any trial, on any appeal, in any bankruptcy proceeding (including the adjudication of issues peculiar to bankruptcy law) and in any petition for review. Each party shall also have the right to recover its reasonable costs and attorneys' fees incurred in collecting any sum or debt owed to it by the other party, with or without litigation, if such sum or debt is not paid by Buyer; within fifteen (iv15) the cost 50% days following written demand therefor. The provisions of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to this Section 12 shall survive the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers Seller shall pay for: (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), Title Policy; (ii) one-half (1/2) of any personal property sales taxes applicable to the cost sale of providing the Title CommitmentPersonal Property but specifically excluding any personal property sales taxes solely attributable to Buyer's failure to obtain a re-sale certificate or license, provided, however, Seller shall be fully liable for all personal property sales taxes attributable to Seller's failure to qualify for the "casual sale" exemption set forth in Section 60-590 of the Arizona Revised Statutes; (iii) if the Closing occurs on or prior to December 31, 2004, then the portion one-half (which may be all1/2) of the negative arbitrage associated with escrow charges, if any, of the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by BuyerTitle Company; (iv) any fees and costs charged by the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable Existing Lender related to the Lenders in connection with Buyer's assumption of the Existing Loans, Financing; (v) all costs related to bonding over or otherwise providing assurances to the Title Company such that the liens related to the Construction Litigation do not appear upon Buyer's Title Policy and all title costs (including endorsements) related to Seller's inability to obtain the Villas Association consent to the assignment of Ground Lease to Buyer; (vi) one-half (1/2) of any trustee fee paid in connection with the Assignment of Beneficial Interest; (vii) 50% one-half (1/2) of the legal fees of the Existing Lender in connection with the assignment to Buyer of the Existing Financing; and (viii) one-half (1/2) of the cost of having D&T prepare the FF&E Inventory, up to a maximum amount of $12,500. Buyer shall pay: (A) the entire cost of any endorsements to the Title Policy and all transfer fees and sales, intangibles, and conveyance taxes any coinsurance or reinsurance coverage required by the Buyer (but specifically excluding any endorsement or equivalents) other title costs related to Sellers' inability to obtain the Closingconsent of the Villas Association to the Assignment of Ground Lease to Buyer); (B) one-half (1/2) of the escrow charges, if any, and of the Title Company; (C) the balance of the cost of D&T preparing the FF&E Inventory, less Seller's contribution thereto pursuant to clause (viii) herein; (D) all of the costs, if any, incurred by Seller fee for the update of the survey; (E) one-half (1/2) of the fee paid to the trustee in connection with the performance Assignment of its obligations under this Contract, including Beneficial Interest; (F) one-half (1/2) of any endorsement personal property sales taxes applicable to the Title Policy which Seller, in its sole and absolute discretion, agrees sale of the Personal Property (but all of the personal property sales taxes attributable to Buyer's failure to obtain in order a re-sale certificate or license) and specifically excluding any personal property taxes attributable to cure title defects. Seller's failure to qualify for the casual sale exemption; (bG) Buyer shall pay one-half (i1/2) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer legal fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer Lender in connection with the performance assignment to Buyer of its obligations under this Contract. the Existing Financing and all of the cost for the endorsement to Existing Lender's policy of title insurance; and (cH) All other expenses incurred by any Seller or Buyer with respect all of the fees related to the Closing, including, but not limited to, legal fees transfer of Buyer and each Seller (except the Assumed Contracts to Buyer. Any other closing costs shall be paid in accordance with the event custom of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this ContractMaricopa County.

Closing Costs. Costs of closing this transaction will Closing costs shall be allocated between Sellers and Buyer paid as follows: (a) Sellers shall pay (i) 50% : As to the University Boulevard Property: Title Commitment required to be delivered pursuant to Section 5.1. Purchaser Premium for Title Policy required to be delivered pursuant to Section 5.4. Purchaser Premium for any upgrade of the prepayment premium Title Policy for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (additional coverage and any escrows held endorsements desired by Purchaser, any inspection fee charged by the Lenders will be returned to Seller or credited to Seller at Closing)Title Company, (ii) the cost of providing the Title Commitmenttax certificates, (iii) if the Closing occurs on or prior to December 31municipal and utility lien certificates, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose customary Title Company charges Purchaser Costs of Survey and/or any revisions, modifications or recertifications thereto Purchaser Costs for UCC searches Purchaser Recording fees for the Deed at Closing and any mortgage taxes Purchaser Recording fees related to recordmodifications or releases of existing title encumbrances University Boulevard Seller Any deed taxes, documentary stamps, transfer taxes, intangible taxes or other similar taxes, fees or assessments imposed upon the transfer of the Property (iiiexcluding recording fees) 50% of any University Boulevard Seller Any escrow fee charged by Escrow Agent for holding the ▇▇▇▇▇▇▇ Money or similar charges conducting the Closing Purchaser: ½ University Boulevard Seller: ½ Real Estate Sales Commission to Broker University Boulevard Seller All other customary closing costs The party incurring the same As to the ▇▇▇▇▇▇ ▇▇▇▇ Property: Title Commitment required to be delivered pursuant to Section 5.1. Purchaser Premium for Title Policy required to be delivered pursuant to Section 5.4. Purchaser Premium for any upgrade of Title Policy for any additional coverage and any endorsements desired by Purchaser, any inspection fee charged by the Title Company, tax certificates, municipal and utility lien certificates, and any other customary Title Company charges Purchaser Costs of Survey and/or any revisions, modifications or recertifications thereto Purchaser Costs for UCC searches Purchaser Recording fees for the Deed at Closing and Closing Agentany mortgage taxes Purchaser Recording fees related to modifications or releases of existing title encumbrances ▇▇▇▇▇▇ ▇▇▇▇ Seller Any deed taxes, (iv) documentary stamps, transfer taxes, intangible taxes or other similar taxes, fees or assessments imposed upon the cost transfer of the SurveyProperty (excluding recording fees) ▇▇▇▇▇▇ ▇▇▇▇ Seller Any escrow fee charged by Escrow Agent for holding the ▇▇▇▇▇▇▇ Money or conducting the Closing Purchaser: ½ ▇▇▇▇▇▇ ▇▇▇▇ Seller: ½ Real Estate Sales Commission to Broker ▇▇▇▇▇▇ ▇▇▇▇ Seller All other customary closing costs The party incurring the same As to the Hydraulic Road Property: Title Commitment required to be delivered pursuant to Section 5.1. Purchaser Premium for Title Policy required to be delivered pursuant to Section 5.4. Purchaser Premium for any upgrade of Title Policy for any additional coverage and any endorsements desired by Purchaser, (v) 50% of any inspection fee charged by the Title Company, tax certificates, municipal and all transfer fees and sales, intangiblesutility lien certificates, and conveyance any other customary Title Company charges Purchaser Costs of Survey and/or any revisions, modifications or recertifications thereto Purchaser Costs for UCC searches Purchaser Recording fees for the Deed at Closing and any mortgage taxes (or equivalents) Purchaser Recording fees related to modifications or releases of existing title encumbrances Hydraulic Road Seller Any deed taxes, documentary stamps, transfer taxes, intangible taxes or other similar taxes, fees or assessments imposed upon the Closing, if any, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption transfer of the Existing Loans, Property (viiexcluding recording fees) 50% of Purchaser pay State transfer tax (Va. Code ▇▇▇. §58.1-801) and Local transfer tax (Va. Code ▇▇▇. § 58.1-814) and Hydraulic Road Seller pays Grantor taxes and fees (Va. Code ▇▇▇. § 58.1-802). Any escrow fee charged by Escrow Agent for holding the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller ▇▇▇▇▇▇▇ Money or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if conducting the Closing occurs on or prior Purchaser: ½ Hydraulic Road Seller: ½ Real Estate Sales Commission to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this Contract. (c) Broker Hydraulic Road Seller All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the customary closing costs The party incurring the same, without reimbursement, except to the extent otherwise specified in this Contract.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers Seller shall pay (i) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)Seller’s legal fees, (ii) expenses Seller might incur in connection with removing the cost of providing Unpermitted Exceptions with respect to the Title CommitmentShopping Center, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) one-half of the negative arbitrage associated with Title Company’s closing and escrow fees (the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; “Escrow Costs”), (iv) one-half of the premiums for the Purchaser’s owner’s title insurance policy (including the cost 50% of any escrow fees or similar charges of the Agreed Endorsements) (the “Title Company and Closing AgentPolicy Costs”), (v) the cost one-half of the premiums for a "standard coverage" Owner PolicyNew Survey costs (the “Survey Costs”), (vi) 50% one-half of all costs payable to the Lenders recording charges due in connection with Buyer's assumption the transaction contemplated herein and the Closing Documents, including but not limited to any documentary stamp taxes that are equivalent to recording charges but excluding any recording charges or documentary stamp taxes incurred in connection with any new financing being obtained by Purchaser at Closing (the “Recording Charges”), (viii) one‑half of the Existing Loanstransfer taxes due in connection with the transaction contemplated herein and the Closing Documents, including but not limited to any documentary stamp taxes that are equivalent to transfer taxes but excluding any transfer taxes or documentary stamp taxes incurred in connection with any new financing being obtained by Purchaser at Closing (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if any“Transfer Taxes”), and (viii) one-half of the costsGuaranty and Warranty Costs. For avoidance of doubt, if anySeller is not obligated to pay any fees, charges, taxes, or other costs or expenses incurred by Seller Purchaser solely in connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defectsnew financing being obtained by Purchaser. (b) Buyer Purchaser shall pay (i) any premiums related to title insurance for extended coverage or one-half of the Title Policy Costs, and all the costs of any endorsements or modifications to any policy requested (other than the Agreed Endorsements, the costs of which shall be shared equally by Buyer and all premiums related to any mortgagee policythe parties) it desires, (ii) one-half of the cost of recording the Deed and any other conveyance documents that Buyer may choose to recordSurvey Costs, (iii) 50% one-half of any escrow fee or similar charges of Title Company and Closing Agentthe Escrow Costs, (iv) the cost one-half of the SurveyTransfer Taxes, (v) 50% one-half of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closing, if anyRecording Charges, (vi) 50% all of all costs payable to the Lenders in connection with Buyer's assumption of the Existing LoansPurchaser’s legal fees, and (vii) 50% one-half of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract Guaranty and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate with respect to all Interests or Properties purchased, and (ix) the costs, if any, incurred by Buyer in connection with the performance of its obligations under this ContractWarranty Costs. (c) All other expenses incurred by The costs of Defeasing (as defined below), including the costs of the Defeasance Collateral (excluding an amount equal to the principal balance of the Defeased Loan, and any Seller accrued or Buyer unpaid interest of such Defeased Loan up to Closing), the amount of any interest due and payable with respect to the Defeased Loans after Closing, includingdocumented, out-of-pocket fees, costs and expenses incurred by Seller solely in connection with the Defeasance, including (without limitation) the brokerage fee for securities purchased for the defeasance, all application fees, Defeasance accommodation fees, third-party Defeasance consultant’s fees, accountants fees, successor borrower fees, the Mortgage Lender’s legal fees, successor borrower’s legal fees, rating agency fees and the fees of rating agency counsel (but not limited to, excluding any legal fees of Buyer and each Seller or Purchaser) (except in collectively, the event of litigation), will “Defeasance Costs”) for the Defeased Mortgage Loan (as defined below) shall be borne by Purchaser and paid exclusively the Seller as follows: fifteen percent (15%) by Purchaser and eighty-five percent (85%) by the party incurring sameSeller. Any residual value on account of the Defeasance Collateral (as defined below) shall be distributed pro rata by Defeasance Service Provider (as defined below) to Seller and Purchaser, without reimbursementif applicable, except in accordance with the sharing percentages set forth above. Notwithstanding the foregoing, Seller shall be responsible for one hundred percent (100%) of all accrued and unpaid interest on its then Defeased Mortgage Loan to and through the extent otherwise specified in this ContractProration Date.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers shall pay (i) 50% of Each party shall be responsible for its own legal counsel and (subject to Section 11 below) all real estate commissions it incurs. Seller shall be responsible for all other costs incurred (including any prepayment fees) to repay any liens other than the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (ii) the cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company Assumed Debt and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangiblesPermitted Exceptions, and conveyance taxes (other expenses due from or equivalents) related to the Closing, if any, and (viii) the costs, if any, incurred by Seller in connection with the performance of its obligations under this Contract, transaction (including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% one- half of any escrow fee or similar charges of Title Company and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer loan assumption fees and sales, intangibles, and conveyance taxes (or equivalents) related to the Closingexpenses, if any, regarding the Prudential Debt). Purchaser shall pay one-half of any loan assumption fees and expenses relating to the Prudential Debt. Any out-of-pocket fees of the Trustee, CMC, the Surety, or Swiss Bank or any issuers of Property Bonds in connection with the Consent Agreements relative to the CentRe Financing (viincluding the underlying Property Bonds) and the satisfaction of the conditions precedent to Closing set forth in Sections 10D through 10J of this Agreement shall be shared equally by Purchaser and Seller. Neither Seller nor Purchaser shall have any obligation to pay any assumption fees, consent fees, prepayment premiums or similar fees charged by CMC, the Surety or Swiss Bank in connection with the Third Party Withdrawals or the withdrawal of any other Property Bonds from any of the CRITEF Trusts. (ii) Purchaser and Seller shall each pay 50% of all title insurance and recording costs payable to (including the Lenders in connection with Buyer's assumption costs of the Existing Loanstitle endorsements) at each Closing, (vii) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to provided that Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required obligated to pay an amount in excess of $200,000 in the aggregate 275,000 with respect to all Interests said title insurance costs (including the cost of title endorsements). It is anticipated that no transfer taxes or Properties purchasedexcise taxes will be payable based in the transfer of the Partnership Interests, and other than (ixto the extent required by applicable law) in the costsState of Washington, if any, incurred where such amounts shall be paid solely by Buyer in connection with the performance of its obligations under this ContractSeller. (ciii) All other expenses incurred by any Purchaser shall pay for its own legal counsel and its own due diligence activities, including engineering, environmental reports and lease and expense audits. Seller or Buyer shall pay for its own legal counsel. (iv) Seller shall be entitled to retain all insurance proceeds with respect to the Closingdamage described on EXHIBIT NN attached hereto, including, but not limited to, legal fees provided that Seller provides Purchaser with evidence that the restoration of Buyer and each Seller (except in the event of litigation), will be borne said damage has been completed and paid exclusively for in full by the party incurring same, without reimbursement, except to the extent otherwise specified in this ContractSeller.

Closing Costs. Costs of closing this transaction will be allocated between Sellers and Buyer as follows: (a) Sellers shall pay the following costs and expenses at Closing: (1) Sellers’ prorated share of real estate and tangible personal property taxes, rents or assessments as set forth in this Agreement; (2) The cost of issuing the Title Insurance Commitments and sixty percent (60%) of the premium for the Title Policies other than (i) 50% of the prepayment premium premiums and costs for issuing any endorsements or additional coverage to the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral relating to Seller or its constituent entities (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing), Title Policies and (ii) the any title insurance premium or cost of providing the Title Commitment, (iii) if the Closing occurs on or prior to December 31, 2004, then the portion (which may be all) of the negative arbitrage associated including endorsements and additional coverage with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid which is not paid by Buyer; (iv) the cost 50% of any escrow fees or similar charges of Title Company and Closing Agent, (v) the cost of the premiums for a "standard coverage" Owner Policy, (vi) 50% of all costs payable to the Lenders in connection with Buyer's assumption of the Existing Loans, (vii) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalentsrespect thereto) related to Buyer’s financing. (3) Sellers’ own legal expenses; (4) One-half of the Closing, if any, closing fee and/or settlement fee (including excise taxes thereon) charged by the Escrow Agent; (5) All costs of satisfying in full any existing debt secured by the Property and removing any monetary encumbrances from the Title Policies; (viii6) Sellers shall pay the costs, if any, incurred by Seller in connection with Broker fees; (7) One half of the performance amount of its obligations any transfer or stamp taxes pertaining to the transfer of the Property from Sellers to Buyer. (8) Any and all other costs and expenses expressly allocated to Sellers under this Contract, including any endorsement Agreement. (9) All Management Termination Fees. (10) Any termination charges relating to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defectstermination of any Operating Agreements. (b) Buyer shall pay the following costs and expenses at Closing: (i1) Costs of transferring any Operating Agreements; (2) Costs of recording the Assignment and Assumption of Ground Leases and any other transfer documents requiring recordation (excluding, however, the amount of any transfer or stamp taxes pertaining to the transfer of the Property from Seller to Buyer which shall be equally shared by Sellers and Buyer pursuant to Section 12.03(a)(7) and 12.03(b)(13)); (3) Forty percent (40%) of the premium for the Title Policies and one hundred percent (100%) of all premiums related to title insurance and costs for extended coverage or issuing any endorsements or modifications additional coverage to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed Title Policy and any other conveyance documents that Buyer may choose to record, title insurance premium or cost (iii) 50% of any escrow fee or similar charges of Title Company including endorsements and Closing Agent, (iv) the cost of the Survey, (v) 50% of any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalentsadditional coverage with respect thereto) related to Buyer’s financing; (4) Costs of supplying tax certificates to the ClosingTitle Company, if any, required; (vi5) 50% The amount of all costs payable any sales or use taxes pertaining to the Lenders in connection with Buyer's assumption transfer of the Existing Loans, Personal Property from Sellers to Buyer; (vii6) 50% of the prepayment premium for the RAIT Loan to cause RAIT to release at Closing any security interests in its collateral Any indebtedness or mortgage related taxes and recording or other fees relating to Seller any mortgage, deed of trust or its constituent entities other security instrument executed by Buyer; (any escrows held by the Lenders will be returned to Seller or credited to Seller at Closing)7) All fees, (viii) if Buyer is required to pay the negative arbitrage under the Partnership Sale Contract costs and the Asset Sale Contract and if the Closing occurs on or prior to December 31, 2004, then 50% of the negative arbitrage associated with the RAIT Loan from the Closing Date until the RAIT Loan is prepaid, but Buyer shall not be required to pay in excess of $200,000 in the aggregate expenses incurred with respect to any purchase money financing incurred by Buyer; (8) Buyer’s prorated share of all Interests real estate and tangible personal property taxes, rents, or Properties purchased, and assessments as set forth in this Agreement; (ix9) Buyer’s own legal expenses; (10) One-half of the costs, if any, closing fee and/or settlement fee (including any excise taxes thereon) charged by Escrow Agent; (11) The cost of preparing any updates to the Surveys; (12) Any costs or expenses incurred by Buyer in connection with its inspections and due diligence performed on the performance Property; and (13) One-half of its obligations under this Contractthe amount of any transfer or stamp tax pertaining to the transfer of the Property from Sellers to Buyer. (c14) Any and all other costs and expenses expressly allocated to Buyer under this Agreement. (15) All other expenses incurred by any Seller or Buyer with respect fees to the Closing, including, but not limited to, legal fees of Buyer and each Seller (except in the event of litigation), will be borne and paid exclusively by the party incurring same, without reimbursement, except to the extent otherwise specified in this Contractobtain new liquor licenses.