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

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant), real estate and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed delivered hereunder but shall survive the Closing. Any refund of taxes related to any period before Closing shall be Seller’s property. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Buyer shall prorate on the best available information, subject to adjustment upon receipt of the final bills and/or material information.

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

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller Seller, Operator and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to revenue and expenses of the extent not payable directly to the utility supplier by Tenant), real estate and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) Real Property Assets shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, such that Seller and Operator receive the income and revenue from and is responsible for the expenses of the Real Property Assets up to and including the day preceding the Closing Date, and Buyer receives the income and revenue from and is responsible for the expenses of the Real Property Assets on and after the Closing Date, including without limitation all utility charges, real estate taxes, assessments, and any assumed liabilities. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed (as hereinafter defined) delivered hereunder but shall survive the Closing. Any refund Seller shall be responsible for the payment of all municipal license taxes related payable during the calendar year in which the Closing occurs and corresponding to any period before prior to the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all loans secured by a mortgage encumbering the Property. The premium and related charges for an owner’s title insurance policy, with all standard exceptions deleted, to be issued to Buyer shall be paid by Seller. The premium and related charges for a lender’s title insurance policy, together with any endorsements to the owner’s title insurance policy and lender’s title insurance policy, shall be paid by Buyer. The recording fees necessary to record the Deeds at the Recorder of Deeds office in the county where each Property is located shall be paid by Buyer. The transfer tax, documentary stamp tax, and/or excise tax, if any, payable in connection with the recording of the Deeds shall be paid by Seller. Buyer shall be responsible for the cost of its own surveys (including the cost, if any, of any update to Seller’s propertyexisting surveys requested by Buyer), Phase 1 environmental studies and due diligence investigations or reports. In the event that accurate prorations Seller, Operator and other adjustments cannot Buyer shall be made at Closing because current bills and other material information are not obtainable, responsible for their own respective attorney’s fees. Seller and Buyer each shall prorate on pay one-half (1/2) of all escrow and closing fees charged by the best available information, subject to adjustment upon receipt of the final bills and/or material informationTitle Insurer.

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller Sellers and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant)charges, real estate taxes, assessments and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, with Buyer have the benefit of all income and the obligation of all expenses relating to the Closing Date. Prior to the Closing Date, Seller and Buyer shall take such action as may be necessary to cause all utilities to be transferred to Buyer’s name as of the Closing Date, however Seller shall remain liable for charges for services accruing prior to the Closing Date. Seller will, upon request and at no cost or expense to Seller, cooperate in such transfer process. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller Sellers and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller Sellers or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed deeds delivered hereunder but shall survive the Closing. Any refund Buyer and Seller’s principal, Xxxxxx Xxxxxxxx, will enter into a tax proration agreement at Closing, reasonably satisfactory to Buyer’s counsel, providing for payment as necessary to correct the settlement at Closing to reflect the actual taxes and assessments. Sellers shall be responsible for the payment of all municipal license taxes related payable during the calendar year in which the Closing occurs and corresponding to any period before prior to the Closing Date. Sellers shall pay all fees (including defeasance and yield maintenance costs and fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all loans secured by a mortgage or deed of trust encumbering any Property not expressly assumed in writing by Buyer. The premium and related charges for an owner’s title insurance policy for each Property to be issued to Buyer shall be paid by Seller. The premium and related charges for any lender’s title insurance policy, together with any endorsements to the owner’s title insurance policy and lender’s title insurance policy, shall be paid by Buyer. If Buyer assumes the Tanglewood Loan, Buyer shall be responsible for all fees and costs charged by Lender (but, not Seller) associated with the Assumed Debt. The recording fees necessary to record the deeds for each Property shall be paid by Buyer. The transfer tax, documentary stamp tax, and/or excise tax, if any, payable in connection with the recoding of the deeds shall be paid by Seller. Buyer shall be responsible for the cost of its own surveys (including the cost, if any, of any update to Seller’s propertyexisting survey requested by Buyer), environmental studies and due diligence investigations. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Buyer shall prorate on be responsible for their own attorney’s fees. Seller and Buyer each shall pay one-half of all escrow and closing fees charged by the best available information, subject Title Insurer. Each party shall pay the costs of any consultants that said party may engage to adjustment upon receipt assist such party with the completion and/or processing of the Loan Assumption Documents. Any proration of revenues and expenses which are not known as of the Closing Date shall be completed by Seller and Buyer promptly after the Closing Date, with a final bills and/or material informationreconciliation to be completed by no later than ninety (90) days after the Closing Date, and this provision shall survive Closing.

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant)charges, real estate taxes, assessments and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing. If a Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which the Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed (defined herein) delivered hereunder but shall survive the Closing. Any refund Seller shall be responsible for the payment of all municipal license taxes related payable during the calendar year in which the Closing occurs and corresponding to any period before prior to the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all mortgage loans encumbering the Property. The premium and related charges for an owner’s title insurance policy to be issued to Buyer together with any endorsements to the owner’s title insurance policy shall be paid by Buyer. The premium and related charges for a mortgagee’s title insurance policy shall be paid by Buyer. The recording fees necessary to record the Deed at the register of deeds office where each Property is located shall be paid by Buyer. The transfer tax, documentary stamp tax and/or excise tax payable in connection with the recording of the Deed shall be paid by Seller. Buyer shall be responsible for the cost of its own surveys (including the cost, if any, of any update to Seller’s propertyexisting survey requested by Buyer), Phase 1 environmental studies and due diligence investigations. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Buyer shall prorate on be responsible for their own attorney’s fees. Seller and Buyer each shall pay one-half of all escrow (“Escrow”) and closing fees charged by the best available information, subject to adjustment upon receipt of the final bills and/or material informationTitle Insurer.

Proration of Expenses and Payment of Costs and Recording Fees. (a) At Closing, Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant), shall adjust for real estate and personal property taxes and assessments (both general and special), municipal water and sewer charges, fuel and utility charges, such adjustments to the extent not payable directly to the taxing authority by Tenant) shall be prorated on a calendar-year basis calculated as of midnight 11:59 PM on the day immediately preceding the date of Closing. Prior to the Closing, Seller shall have paid or made binding arrangements to pay all service providers under the service and maintenance contracts for the Property for services rendered up to the day prior to the Closing. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed (as hereinafter defined) delivered hereunder but shall survive the ClosingClosing for a period of six (6) months. Any refund of taxes related to any period before Closing All rents shall be Sellerprorated as of the Closing Date with Buyer being credited for rent attributable to the day of Closing through and including the last day of the calendar month in which the Closing Date occurs; provided, however, if the Closing Date shall occur within ten (10) days of the end of the month in which Closing occurs, Buyer and Seller agree that Buyer shall be credited with the following month’s property. In the event that accurate prorations and other adjustments cannot be made rent at Closing because current bills and other material information Seller shall be entitled to retain any rents received by Seller that are not obtainable, Seller attributable to the month following the month in which the Closing Date occurs and Buyer shall prorate on agrees to the best available informationextent that it receives any rent attributable to such month which was adjusted at Closing, subject it will refund such amount to adjustment upon receipt of the final bills and/or material informationSeller as soon as reasonably possible.

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant)charges, real estate taxes, assessments and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, subject to the obligations of Tenant under the Lease. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed delivered hereunder but shall survive the Closing. Any refund Seller shall be responsible for the payment of all municipal license taxes related payable during the calendar year in which the Closing occurs and corresponding to any period before prior to the Closing Date, and the Lease shall require that Tenant pay all such amounts from and after the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the prepayment of all mortgage loans encumbering the Property. The premium and related charges for owner’s title insurance policy to be issued to Buyer and deed preparation and recording fees necessary to record the deed at the register of deeds office where each Property is located shall be allocated between Seller and Buyer in accordance with the custom of the jurisdictions in which the Real Property is located. The so-called “Grantor’s Tax” shall be paid by Seller’s property. In The so-called “State Recordation Tax” and the event that accurate prorations “County Recordation Tax” shall be paid by Buyer. Buyer shall be responsible for the cost of its own surveys, Phase 1 environmental studies and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, due diligence investigations. Seller and Buyer shall prorate on the best available information, subject to adjustment upon receipt of the final bills and/or material informationbe responsible for their own attorney’s fees.

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

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant)charges, real estate taxes, assessments and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, however Buyer’s obligation to pay its share of such amounts shall be subject to the obligation of Tenant under the Master Lease. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed delivered hereunder but shall survive the Closing. Any refund Seller shall be responsible for the payment of all municipal license taxes related payable during the calendar year in which the Closing occurs and corresponding to any period before prior to the Closing Date, and the Master Lease shall be Sellerrequire that Tenant pay all such amounts from and after the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all loans secured by a deed of trust encumbering the Property. Buyer and Seller shall each pay their own attorney’s propertyfees related to the preparation of this Agreement and, except as otherwise provided herein, all documents required to settle the transaction contemplated hereby. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainableExcept as otherwise provided herein, Seller and Buyer shall prorate on the best available information, subject to adjustment upon receipt pay (i) all costs associated with its investigation of the final bills and/or material information.Property, including the cost of appraisals, architectural, engineering, credit and environmental reports; (ii) the cost of any endorsements to the owner’s title insurance policy to be issued to Buyer; (iii) the costs of the premium and related charges for a lender’s title insurance policy, together with any endorsements to the lender’s title insurance policy; (iv) all recordation fees; and (v) one-half of all escrow and closing fees charged by the Title Insurer. Seller shall pay (1) the costs of the title search and the owner’s extended coverage title insurance premiums, (2) all transfer, assumption or waiver fees associated with

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant)charges, real estate taxes, assessments and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, however Buyer’s obligation to pay its share of such amounts shall be subject to the obligations of Tenant under the Master Lease. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed delivered hereunder but shall survive the Closing. Any refund Seller shall be responsible for the payment of all municipal license taxes related payable during the calendar year in which the Closing occurs and corresponding to any period before prior to the Closing Date, and the Master Lease shall require that Tenant pay all such amounts from and after the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all loans secured by a deed of trust encumbering the Property. The premium and related charges for an owner’s title insurance policy to be issued to Buyer shall be paid by Buyer. The premium and related charges for a lender’s title insurance policy, together with any endorsements to the owner’s title insurance policy and lender’s title insurance policy, shall be paid by Buyer. The recording fees necessary to record the deed at the register of deeds office where each Property is located shall be paid by Buyer. The transfer tax, documentary stamp tax, and/or excise tax, if any, payable in connection with the recording of the deeds shall be paid by Seller. Buyer shall be responsible for the cost of its own surveys (including the cost, if any, of any update to Seller’s propertyexisting survey requested by Buyer), Phase 1 environmental studies and due diligence investigations. In the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Buyer shall prorate on be responsible for their own attorney’s fees. Seller and Buyer each shall pay one-half of all escrow and closing fees charged by the best available informationTitle Insurer. Upon Closing, subject to adjustment upon receipt Seller shall reimburse Buyer for its actual, out-of-pocket third-party costs and expenses incurred in connection with Buyer’s diligence investigations of the final bills and/or material informationProperty (including the survey, engineering studies and Phase I Environmental Reports only), not to exceed Ten Thousand and No/100 Dollars ($10,000) per Property.

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller Parties, Tenant and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to revenue and expenses of the extent not payable directly to the utility supplier by Tenant), real estate and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) Property shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, such that Seller Parties receive the income and revenue from and is responsible for the expenses of the Property up to and including the day preceding the Closing Date, and Buyer receives the income and revenue from and is responsible for the expenses of the Property on and after the Closing Date, including without limitation all utility charges, real estate taxes, assessments, however Buyer’s obligation to pay its share of such amounts shall be subject to the obligation of Tenant to pay same pursuant to the terms of the Master Lease, and Buyer shall have no obligation to pay a Seller Party or any other party any amount that is the obligation of Tenant under the Master Lease from and after Closing. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller Parties and Buyer Tenant promptly shall adjust the proration of such taxes and special assessmentsassessments as provided in the Operations Transfer Agreement, and Seller Parties or BuyerTenant, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed deed(s) delivered hereunder but shall survive the Closing. Any refund Seller Parties shall be responsible for the payment of all municipal license taxes related payable during the calendar year in which the Closing occurs and corresponding to any period before prior to the Closing Date, and the Master Lease shall require that Tenant pay all such amounts from and after the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all loans secured by a mortgage or deed of trust encumbering the Property. The premium and related charges for an owner’s title insurance policy to be issued to Buyer shall be paid by Seller. The premium and related charges for a lender’s title insurance policy, together with any endorsements to the owner’s title insurance policy and lender’s title insurance policy, shall be paid by Buyer. The recording fees necessary to record the deed(s) at the register of deeds office where each Property is located shall be paid by Buyer. The transfer tax, documentary stamp tax, and/or excise tax, if any, payable in connection with the recoding of the deeds shall be paid by Seller. Buyer shall be responsible for the cost of its own surveys (including the cost, if any, of any update to Seller’s propertyexisting survey requested by Buyer), Phase 1 environmental studies and due diligence investigations. In the event that accurate prorations Seller Parties, Tenant, Guarantor and other adjustments cannot Buyer shall be made at Closing because current bills and other material information are not obtainable, responsible for their own attorney’s fees. Seller and Buyer each shall prorate on pay one-half of all escrow and closing fees charged by the best available information, subject to adjustment upon receipt of the final bills and/or material informationTitle Company.

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant)charges, real estate taxes, assessments and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, subject to the obligations of Tenant under the Master Lease. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Real Property and Improvements payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed delivered hereunder but shall survive the Closing. Any refund Seller shall be responsible for the payment of all municipal license taxes related payable during the calendar year in which the Closing occurs and corresponding to any period before prior to the Closing Date, and the Master Lease shall require that Tenant pay all such amounts from and after the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the prepayment of all mortgage loans encumbering the Property. The premium and related charges for owner’s title insurance policy to be issued to Buyer, transfer tax and deed preparation and recording fees necessary to record the deed at the register of deeds office where each Property is located shall be Seller’s propertyallocated between Seller and Buyer in accordance with the custom of the jurisdictions in which the Real Property is located. In Buyer shall be responsible for the event that accurate prorations cost of its own surveys, Phase 1 environmental studies and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, due diligence investigations. Seller and Buyer shall prorate on the best available information, subject to adjustment upon receipt of the final bills and/or material informationbe responsible for their own attorney’s fees.

Proration of Expenses and Payment of Costs and Recording Fees. (a) Seller and Buyer agree that all rents (including any common area maintenance and other expense reimbursements) and other income, utility charges (to the extent not payable directly to the utility supplier by Tenant)charges, real estate taxes, assessments and personal property taxes and assessments (to the extent not payable directly to the taxing authority by Tenant) any assumed liabilities shall be prorated on a calendar-year basis as of midnight on the day immediately preceding the date of Closing, however Buyer’s obligation to pay its share of such amounts shall be subject to the obligation of Tenant under the Master Lease. If Closing shall occur before the actual taxes and special assessments payable during such year are known, the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year, provided that that, if the taxes and special assessments payable during the year in which Closing occurs are thereafter determined to be more or less than the taxes payable during the preceding year, Seller and Buyer promptly shall adjust the proration of such taxes and special assessments, and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment and this covenant shall not merge with the deed Deed delivered hereunder but shall survive the Closing. Any refund Seller shall be responsible for the payment of all municipal license taxes related payable during the calendar year in which the Closing occurs and corresponding to any period before prior to the Closing Date, and the Master Lease shall require that Tenant pay all such amounts from and after the Closing Date. Seller shall pay all fees (including defeasance fees), charges and expenses imposed or assessed in connection with the payoff or prepayment of all loans secured by a deed of trust encumbering the Property. Buyer and Seller shall each pay their own attorney’s fees related to the preparation of this Agreement and, except as otherwise provided herein, all documents required to settle the transaction contemplated hereby. Except as otherwise provided herein, Buyer shall pay (i) all costs associated with its investigation of the Property, including the cost of appraisals, architectural, engineering, credit and environmental reports; (ii) the cost of any endorsements to the owner’s title insurance policy to be issued to Buyer; (iii) the costs of the premium and related charges for a lender’s title insurance policy, together with any endorsements to the lender’s title insurance policy; (iv) all recordation fees; and (v) one-half of all escrow and closing fees charged by the Title Insurer. Seller shall pay (1) the costs of the title search and the owner’s extended coverage title insurance premiums, (2) all transfer, assumption or waiver fees associated with any association, declarant or easement holder that holds any right in any portion of the Property; and (3) one-half of all escrow and closing fees charged by the Title Insurer. The parties believe that there is no transfer tax and documentary stamp tax in Mississippi, however if any such taxes should apply, they shall be paid by Seller’s property. In Any and all other purchase and sale closing costs shall be paid in accordance with the event that accurate prorations and other adjustments cannot be made at Closing because current bills and other material information are not obtainable, Seller and Buyer shall prorate on the best available information, subject to adjustment upon receipt custom of the final bills and/or material informationlocal jurisdiction in which the Property is located.