Common use of Closing Costs Clause in Contracts

Closing Costs. Sellers shall pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,

Closing Costs. Sellers In connection with the Closing, Buyer shall pay bear the attorneys’ costs, fees of Sellersand expenses required to be incurred in connection with, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement or arising as a result of, (a) any lender’s policies with respect to the Acquired Properties or (b) 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 Acquired Properties (including any such Taxes determined to be payable after the Closing 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. The costs, fees and expenses required to be incurred in connection with the engagement of the Escrow Agent shall be borne equally by the Seller’s Property, on one hand, and the Buyer, on the other. All other costs incurred at the Closing shall be borne in accordance with local custom. Notwithstanding anything to the contrary herein, Buyer shall bear the cost of any prepayment, breakage or exit fees or penalties incurred by Seller to prepay the documentary stamps or transfer taxes imposed upon Existing Loans pursuant to the conveyance express terms and conditions of the Property of documents evidencing such SellerExisting Loans (such amounts, the cost of recording the Special Warranty Deed of “Prepayment Costs”); provided, however, that Seller shall provide to Buyer such Seller, one-half evidence of the cost of title examination fees Prepayment Costs as Buyer may reasonably request, including but not limited to Lender-prepared payoff letters; and expenses and one-half of provided, further, however, that in no event shall the title insurance premiums for the basic owner’s title insurance policy issued Prepayment Costs to be paid by the Title Company Buyer pursuant to Purchaser in accordance with the Title Commitment (exclusive of endorsements thereto), one-half of the cost of endorsements to this Section 3.9 exceed such owner’s title insurance policy issued by the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements (amount as calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided abovemethodology set forth on Schedule 3.2(b), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 Properties pursuant hereto. The parties acknowledge that Closing Cash Consideration shall be increased by 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Prepayment Costs.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the attorneys’ costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees of Sellersand costs due Escrow Agent for its services, (iii) the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement transfer tax associated with respect to the sale of such Seller’s Propertythe Properties, if any, (iv) the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such SellerSurveys, the cost of recording the Special Warranty Deed of such Sellerand (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half of the cost of title examination fees and expenses and one-half of the title insurance premiums costs due Escrow Agent 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 Xxxxxx rebate) shall not exceed $2,996.25its services, and (ii) all other costs to be paid by Buyer 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 by such Seller at any time in closing and connection with pursuing or consummating the purchase transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and sale latest available tax rates. All prorations shall be calculated through escrow as of XXX 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 Property of such Seller pursuant heretomonth in which the closing occurs. Such Seller and Purchaser All other credits to Buyer shall each pay one-half of any escrow closing fees charged by be similarly prorated. If XXX is on or after the Title Company, one-half 20th day of the cost or calendar month in which XXX occurs, the most recent Existing Environmental Reports listed on monthly base rent due to Buyer under the attached Exhibit “E” and one-half terms of the cost Leases for the full calendar month of the most recent Surveys listed month following the day on which XXX occurs (the attached Exhibit “FInitial Rent”. Purchaser ) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the costs of all commissions due Initial Rent to Purchaser’s BrokerSeller and, if any, one-half notwithstanding the terms of the cost 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 all title examination fees either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and expenses Buyer according to the usual and one-half customary allocation of the title insurance premiums same by Escrow Agent. Seller agrees that all closing costs payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller shall be deducted from Seller’s share thereof proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided abovein this Section 23(a), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers In connection with the Closing, Buyers shall pay bear the attorneys’ costs, fees of Sellersand expenses required to be incurred in connection with, the brokerage commission due Sellers’ Broker pursuant or arising as a result of, (a) obtaining any Franchisor Consent (including any franchise license fees or PIPs) or any Manager Consent, (b) any endorsements to Section 10.1 of this Agreement any title policies and any lender’s policies with respect to the sale of such SellerReal Property (whether for owner’s, leasehold or lender’s Propertypolicies and including, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Sellerin each case, 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 theretoextended coverage), one-half of the cost of endorsements to such owner’s title insurance policy issued by the Title Company to Purchaser(c) any survey costs, provided that Sellers’ share of the cost of such endorsements (calculated before environmental report costs or any Xxxxxx rebate) shall not exceed $2,996.25, and all other costs and expenses incurred by such Seller in closing and consummating related to Buyers’ diligence of or access to the purchase and sale of Real Properties, (d) the Property of such Seller pursuant hereto. Such Seller and Purchaser shall each pay one-half termination of any escrow closing Terminating Management Agreement (including any termination fees charged thereunder) or (e) Buyer’s election to obtain co-insurance provided by the a Co-Insurer on any Title CompanyPolicy pursuant to Section 2.10(e), one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half which costs are in excess of the cost of the most recent Surveys listed premium on such Title Policy if the attached Exhibit “F”Deposit Escrow Agent had provided such Title Policy without such co-insurance. Purchaser Parent shall pay bear the costs of all commissions due to Purchaser’s Brokercosts, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments required to be recorded incurred in connection with these transactionsthe termination of any TRS Lease. All transfer, the attorneys’ fees of Purchaserstamp, excise and similar Taxes (except for any such Taxes to be borne by Buyer pursuant to Section 2.12) and all other costs recording fees and expenses incurred by Purchaser in charges incident to the performance of Purchaser’s due diligence inspection of the Properties (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 Properties pursuant hereto. The parties acknowledge that Hotel Assets (including any such Taxes determined to be payable after the amount of the premium Closing in connection with a post-Closing audit by any Governmental Authority), in addition to any premiums for the basic owner’s coverage or leasehold title policies (other than costs, fees and expenses related to endorsements thereto, which are addressed in the amount of the Purchase Price quoted by Chicago Title Insurance Company is $55,925.00. Seller and Purchaser shall each be entitled to receipt of fifty percent clause (50%b) of the Xxxxxx rebate in the amount first sentence of $34,562.50 (each party’s share this Section 2.8), shall be $17,281.25) for a total base premium borne equally by the Parties. The costs, fees and expenses required to be incurred in connection with the engagement of $21,362.50; and Purchaser the Deposit Escrow Agent or the Hospitality Accountant shall be entitled to one hundred percent (100%) of any additional rebate or reduction borne equally by the Parties. All other costs incurred at the Closing shall be borne by the Parties in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,accordance with local custom.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the "Escrow Instructions"). At COE, Seller shall pay (i) the attorneys’ fees costs of Sellersreleasing all liens, the brokerage commission due Sellers’ Broker pursuant judgmentx, and other encumbrances that are to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, the cost be released and of recording the Special Warranty Deed of such Sellerreleases, (ii) one-half of the cost of title examination fees and costs due Escrow Agent for its services provided 05-163081.1 Walgreens St.Louis, MO Portfolio Seller's share shall not exceed $2,250.00, and (iii) all other costs to be paid by Seller under this Agreement. At COE, Buyer shall pay (i) the transfer tax associated with the sale ox xhe Properties, if any, (ii) all premiums and expenses related to issuance of the Reports and the Owner's Policies, (iii) all Survey charges, (iv) all costs and expenses related to Buyer's environmental examination of the Properties, and (v) one-half of the title insurance premiums fees and costs due Escrow Agent for the basic owner’s title insurance policy issued by the Title Company to Purchaser its services. Except as otherwise provided for in accordance with the Title Commitment (exclusive this Agreement, Seller and Buyer will each be solely responsible for and bear all of endorsements thereto)their own respective expenses, one-half including, without limitation, expenses of the cost of endorsements to such owner’s title insurance policy issued by the Title Company to Purchaserlegal counsel, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25accountants, and all other costs and expenses advisors 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 at any escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded time in connection with these transactionspursuing or consummating the transaction contemplated herein. All prorations shall be calculated through escrow as of COE based upon the latest available information, including, without xxxitation, a credit to Buyer for any rent prepaid by Tenant for the attorneys’ fees period beginning with and including the date on which the closing occurs through and including the last day of Purchaser, and all the month in which the closing occurs. All other credits to Buyer shall be similarly prorated. Any other closing costs and expenses incurred by Purchaser not specifically designated as the responsibility of either Party in the performance of Purchaser’s due diligence inspection Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the Properties (including without limitation appraisal costs, environmental audit and assessment costs, and engineering review costs) and same 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 $55,925.00Missouri commercial practice. Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Seller at COE. Buyer shall deposit with Escrow Agent sufficient cash to pay alx xf Buyer's closing costs. Except as provided in this Section 23(a), Seller and Purchaser Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Seller shall pay (i) the attorneys’ fees cost of Sellers, the brokerage commission due Sellers’ Broker preparing or ------------- obtaining documents or consents to be delivered by Seller to Purchaser pursuant to Section 10.1 of this Agreement with respect (specifically excluding, however, any sums paid or, to be paid to the sale franchiser as a prerequisite to the assignment of such Seller’s Propertythe Franchise), (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 transfer of the Hotel, (iii) any fees or costs incurred in order to convey the Hotel free and clear of all liens, encumbrances, conditions and exceptions other than the Permitted Exceptions, (iv) the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such SellerTitle Policy, the cost of recording the Special Warranty Deed of such Seller, one-half exclusive 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 any endorsements thereto requested 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 Xxxxxx rebatev) shall not exceed $2,996.25, and all other 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 closing fees charged fee imposed by the Title CompanyCompany and (vi) the fees and disbursements of 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 acquisition of the Hotel, (iv) the cost of any endorsements to the Title Policy and to the Title Policies for the Other Hotels and any endorsements thereto, (v) one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued any escrow fee imposed by the Title Company and (vi) the fees and disbursements of its counsel. Any other expenses or charges incurred by the parties and not expressly addressed in this Agreement shall be borne by the party incurring said 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 Purchaserbe paid by Seller, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof prorations and adjustments as provided above)herein, the and expenses incurred by Seller by its own initiation, which costs of issuing shall be borne by Seller as herein provided, and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded and expenses incurred in connection with these transactionsthe assignment by Seller and assumption by Purchaser of the First Mortgage, the attorneys’ State Street Bank Consent and 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 limitation, 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 Purchasercredit financing, and all other costs and expenses incurred as provided herein to be paid by Purchaser in Purchaser. Notwithstanding the performance of Purchaser’s due diligence inspection of the Properties (including without limitation appraisal costsforegoing, 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 entitled to receipt of fifty percent (50%) of the Xxxxxx rebate in the amount of $34,562.50 (each party’s share shall be $17,281.25) responsible for a total base premium all costs incurred solely because of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate Seller's willful misconduct or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,gross negligence.

Closing Costs. Sellers shall At Closing, Seller will pay (a) the attorneys’ fees costs of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of releasing all liens and other encumbrances that are required by this Agreement with respect to the sale be released by Seller and of recording such Seller’s Property, the cost releases; (b) one-half of the documentary stamps 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 imposed upon assessed on the conveyance by Seller to Buyer of the Property respective Site based the amount of the Allocated Purchase Price for such SellerSite; (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 Special Warranty Deed 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) 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 respective Site based on the amount of the Allocated Purchase Price for such Seller, Site; (iii) the cost of any new or updated Survey obtained by Buyer; (iv) the cost of recording the Deeds and any other Closing 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 cost of title examination fees and expenses and one-half of the title insurance premiums costs due Escrow Agent for the basic owner’s title insurance policy issued by the Title Company to Purchaser in accordance with the Title Commitment its sale escrow services under this Agreement; (exclusive of endorsements thereto), one-half of vi) the cost of endorsements to such owner’s any extended title insurance policy issued by the Title Company to Purchaser, provided that Sellers’ share of the cost of such coverage and endorsements and (calculated before any Xxxxxx rebatevii) shall not exceed $2,996.25, and 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 expenses of legal counsel, accountants, and other advisors and consultants incurred by such Seller at any time in closing and connection with pursuing or consummating the purchase transactions contemplated by this Agreement. Any other closing costs and sale charges not specifically designated as the responsibility of the Property of such Seller pursuant hereto. Such Seller and Purchaser shall each pay one-half of any escrow closing fees charged either Party in this Agreement will be paid by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable Parties with respect to each Site according to the basic owner’s title insurance policy issued usual and customary allocation/apportionment of such costs by Escrow Agent in 41 the Title Company to Purchaser, jurisdiction in which such Site is located. Buyer and Seller agree that there is little or no Personal Property included within the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing Property and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 Properties pursuant hereto. The parties acknowledge that the amount of the premium for the basic owner’s coverage in the amount no portion of the Purchase Price quoted by Chicago Title Insurance Company is $55,925.00. Seller and Purchaser shall each for any Site will be entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate allocated or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Personal Property.

Closing Costs. Sellers shall pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or The transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactionsthe recording of the Deed (including transfer taxes of the State of Georgia and of the County of Fxxxxx) shall be calculated based on the Fee Simple Purchase Price, and Seller shall be responsible for the payment of such transfer taxes. Transfer taxes will not be paid in connection with the Ground Lease Purchase Price, the attorneys’ fees of Purchaser, assignment and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection assumption of the Properties (including without limitation appraisal costs, environmental audit Ground Lease and assessment costs, and engineering review costs) and in closing and consummating transfer of title to the purchase and sale of Improvements on 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 $55,925.00Ground Lease Land. Seller and Purchaser shall each be entitled to receipt of also pay: (a) fifty percent (50%) of the Xxxxxx rebate costs and fees of Escrowee for its services as escrow agent under the Escrow Agreement, and (b) the brokerage commission owed to Broker, as set forth in Section 10.1.2 of this Agreement. Purchaser shall pay: (a) the amount of $34,562.50 (each party’s share shall be $17,281.25) fee for a total the title examination and the Title Commitment, the base premium for the Owner’s Policy and the cost of $21,362.50; any title endorsements and affirmative insurance required by Purchaser, including the Purchaser Requested Title Endorsements and any charges in connection with the issuance of any mortgagee title insurance policy, (b) the costs of the Survey, and any updates thereto (to the extent Seller has previously paid any such costs relating to the Survey, Purchaser shall reimburse Seller for such amounts at Closing), (c) all recording charges payable in connection with the recording of the Deed, Assignment and Assumption of Ground Lease, Assignment and Assumption of Easements and Operating Agreements and Assignment and Assumption of Easement and Tunnel Agreement and any other documents to be entitled to one hundred percent recorded in connection with the transaction contemplated hereby, (100%d) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable costs and fees of Escrowee for its services as escrow agent under the Escrow Agreement, (e) all fees, costs or expenses in connection with Purchaser’s Investigations and other reviews hereunder, and (f) any and all fees or other amounts payable in connection with a transfer or reissuance to Purchaser of letters of credit issued as security deposits under the cost Leases. Any other closing costs shall be allocated in accordance with local custom. Except as expressly provided in the indemnities set forth in this Agreement, Seller and Purchaser shall pay their respective legal, consulting and other professional fees and expenses incurred in connection with this Agreement and the transaction contemplated hereby and their respective shares of prorations as hereinafter provided. The provisions of this Section 5.3 shall survive the endorsements to the owner’s title insurance policy, provided that the Seller’s share Closing or a termination of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers At Closing, (i) County shall pay the attorneys’ fees all costs of Sellerstitle insurance, the brokerage commission examination, and certification; 50% of any transfer and recordation tax due Sellers’ Broker pursuant to Section 10.1 of this Agreement in connection with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property and the recordation of such Seller, the cost Deed; recordation taxes due in connection with the recordation of recording any mortgage or deed of trust securing financing obtained by County in connection with the Special Warranty Deed acquisition of such Seller, the Property; one-half of the cost escrow fees and costs; any sales taxes due on the sale of title examination personal property; the fees and expenses of County’s attorneys; survey costs; and all other costs incurred by County or required to be paid by County, (ii) Landlord shall pay 50% of any transfer and recordation tax due in connection with the conveyance of the Property and the recordation of the Deed; one-half of the title insurance premiums for the basic owner’s title insurance policy issued by the Title Company escrow fees and costs; all costs related to Purchaser releasing liens and other encumbrances that are not Permitted Encumbrances; prorated to Closing, all real estate taxes, utility bills and other prorated charges and fees customarily prorated and adjusted 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 Xxxxxx rebate) shall not exceed $2,996.25, comparable commercial real estate transactions; and all other 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 closing fees charged by the Title Company, one-half of the cost Landlord or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments required to be recorded paid by Landlord, including, but not limited to, attorneys’ fees incurred by Landlord in connection with these transactionsthe 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 attorneys’ fees amounts of Purchaser, all prorations and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 Properties pursuant hereto. The parties acknowledge that the amount of the premium for the basic owner’s coverage in the amount of adjustments to the Purchase Price quoted and all disbursements made at Closing on behalf of Landlord and County, and (iv) County shall pay to Landlord the Purchase Price, in cash by Chicago Title Insurance Company 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 manner then customary for comparable commercial real estate transactions in the County. In any case where sufficient information is $55,925.00. Seller not available at the Closing to make an accurate proration, Landlord and Purchaser County shall each be entitled to receipt of fifty percent (50%) reasonably estimate the proration at the Closing and shall make a recalculation of the Xxxxxx rebate in apportionment of the amount of $34,562.50 (each party’s share same as soon as the necessary information becomes available, at which time Landlord or County, as the case may be, promptly shall be $17,281.25) for a total base premium of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled make an appropriate payment to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of other based on such Xxxxxx rebate shall not exceed $2,097.38,recalculation.

Closing Costs. Sellers Buyer shall pay the following costs and expenses associated with the following: (a) all costs of Buyer’s Due Diligence, including fees due its consultants and attorneys, (b) all lenders’ fees related to any financing to be obtained by Buyer, (c) one-half of Sellersall escrow or closing charges, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, (d) the cost of the documentary stamps or transfer taxes imposed upon the conveyance update of the Property Survey, (e) all premiums and charges of such the Title Company for the Commitment and the Owner’s Title Policy (including endorsements, other than the Non-Imputation Endorsement); and (f) one-half all transfer taxes, sales taxes, documentary stamp taxes and similar charges, if any, applicable to the transfer of the Option and/or the LLC Interests to Buyer, less $250,000. Seller shall pay the following costs and expenses associated with the Transaction: (i) the commission due Seller’s Broker, (ii) all fees due its attorneys, (iii) all recording and filing charges if any, in connection with the cost of recording instrument by which Seller conveys the Special Warranty Deed of such SellerOption and/or the LLC Interests, (iv) one-half of all escrow or closing charges, (v) one-half all transfer taxes, sales taxes, documentary stamp taxes and similar charges, if any, applicable to the transfer of the Option and/or the LLC Interests to Buyer (based on the “computed value” of the Property for purposes of the transfer taxes), plus $250,000, (vi) the cost of title examination fees obtaining a Non-Imputation Endorsement to the Owner’s Title Policy, and expenses and one-half of the title insurance premiums for the basic owner’s title insurance policy issued by (vii) all costs incurred in connection with causing the Title Company to Purchaser Remove any Required Removal Exceptions or to Remove any other Title Objections to the extent Seller specifically agrees in accordance with the Title Commitment (exclusive writing, at or prior to Closing, to cause Removal of endorsements thereto)such matter, one-half it being understood for purposes of this sentence that nothing in this Agreement or any prior understanding or agreement of the cost of endorsements parties shall be construed to obligate Seller to so Remove or agree to Remove any such owner’s title insurance policy issued by the Title Company to Purchaser, provided that Sellers’ share matter other than any Required Removal Exceptions. The obligations of the cost parties under this Section 6.5 shall survive the Closing (and not be merged therein) or any earlier termination of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Seller shall pay the attorneys’ (a) all title insurance search and examination fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s PropertyTitle Reports, (b) the cost of premium for standard coverage under the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such SellerTitle Policy, the cost of recording the Special Warranty Deed of such Seller, (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 (a) any documentary stamp tax payable in connection with any financing obtained by Buyer (including the Loan Assumption), (b) the premium for extended coverage under the Title Policy and the cost of any title examination endorsements and affirmative insurance required by Buyer or its lender, (c) the cost of any Updated Title Reports or Surveys, (d) all recording charges payable in connection with the recording of the Deed and any other documents recorded in connection with the Closing, including 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), (e) any sales or use taxes relating to the 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 due diligence reviews under this Agreement, other than the reports and other materials provided and paid for by Seller as part of the Diligence Materials and (i) 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other costs fees 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 closing fees charged by the Title Company. Any other closing costs shall be allocated in accordance with local custom. Except as expressly provided in the indemnities set forth in this Agreement, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” Seller and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser Buyer shall pay the costs of all commissions due to Purchaser’s Brokertheir respective legal, if any, one-half of the cost of all title examination consulting and other professional fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded incurred in connection with these transactionsthis Agreement and the transaction contemplated hereby and their respective shares of prorations as hereinafter provided. The provisions of this Section 6.5 shall survive the Closing or termination of this Agreement. Unless the parties agree otherwise, the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 Properties pursuant hereto. The parties acknowledge that the amount of the premium for the basic owner’s coverage in the amount of the Allocated Purchase Price quoted by Chicago Title Insurance Company is $55,925.00. Seller and Purchaser shall each be entitled to receipt of fifty percent (50%) of the Xxxxxx rebate in the amount of $34,562.50 (each party’s share Prices shall be $17,281.25) used to calculate transfer taxes that are required to be paid by Seller hereunder and for a total base premium purposes of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in disclosing the title premiums above that amount. Seller and Purchaser shall also each be entitled consideration paid by Buyer to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided extent that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,disclosure is required by applicable state law.

Closing Costs. Sellers Except as otherwise expressly provided herein, Seller shall pay the attorneys’ fees of Sellerspay, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-Closing Date, half of the cost of the most recent Surveys listed preparation of the Deed (as defined in Section 6.6 (a) below), any documentary stamps or transfer taxes on the attached Exhibit “F”Deed and surtax, if any (exclusive of any that, under state or local laws, are imposed on the buyer or grantee), and certified and pending special assessment liens for which the work has been substantially completed, half of the cost of the Title Commitment and premium for the Owner’s Policy, including, without limitation, the cost of any title searches or abstracts of the Property, and Purchaser shall pay, on the Closing Date, half of the cost of the preparation of the Deed, half of the cost of the Title Commitment and premium for the Owner’s Policy, including, without limitation, the cost of any title searches or abstracts of the Property, all recording costs, intangible tax on any mortgage, documentary stamps or tax on any note, pending special assessment liens for which the work has not been but not limited to, any zoning, permitting or other certification that may be obtained by Purchaser or that may be required to be delivered to Purchaser by any governmental authority as a condition to the conveyance of the Property from Seller to Purchaser, and any other customary charges and costs of closing. In addition, Purchaser shall reimburse Seller for half of the cost of (a) the Title Commitment and any search fees, the Survey, and the Phase I, which costs are, as of the date hereof, $850.00 for the costs of the initial Title Commitment, $5,000.00 for the costs of the initial Survey, and $1,900.00 for the costs of the initial Phase I, and which costs for Survey and Phase I are in accordance with the rates negotiated by Seller with the vendors, and (b) any recertifications, endorsements and updates thereof required in connection herewith. Seller as Tenant under the ATM Lease shall pay the first full month’s Rental payment due thereunder, along with the prorated amount of the Rental payment due for remainder of the month in which Closing occurs, at Closing; such Rental payments shall be shown on the Closing Statement. Notwithstanding the foregoing, in the event Purchaser assigns this Agreement after the full execution of this Agreement, provided Purchaser receives Seller’s consent for said assignment as outlined in Section 10.8 below, Purchaser shall be responsible for Seller’s attorney’s fees associated with said assignment in the amount of SEVEN HUNDRED FIFTY and 00/100 DOLLARS ($750.00). Except as otherwise provided herein, each party shall pay its own attorneys’ fees. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination any escrow fees, closing fees, and any fees and expenses and one-half of to prepare the Closing Statement (as defined in Section 6.6 (f) below) charged by the Escrow Agent. The premiums for the title insurance premiums payable with respect to policies shall be at the basic owner’s title insurance policy issued rates promulgated by the Title Company to Purchaserstate or recording district, as applicable, where the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 Property is $55,925.00. Seller and Purchaser shall each be entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,located.

Closing Costs. Sellers Seller shall pay the attorneys’ fees of SellersSeller, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s PropertyAgreement, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such SellerProperty, the cost of recording the Special Warranty Deed of such SellerDeed, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if anyobtaining the Survey, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above)policy, the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties 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 Properties Property 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. paid by Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,as set forth above.

Closing Costs. Sellers shall pay As to each Property, Buyer and Seller will split, according to local custom where the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s PropertyProperty is located, the cost of the documentary stamps Owner’s Policy, any related search or transfer taxes imposed upon the conveyance of the Property of such Sellerexam fees. As to each Property, Seller will pay (a) the cost of 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 the Special Warranty Deed of such Seller, releases; (c) one-half of the cost of title examination fees and expenses costs due Escrow Agent for its services; (d) any transfer taxes, documentary taxes, mansion taxes, recording charges, 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 other such fees or charges associated 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 sale and conveyance of such endorsements Property; and (calculated before any Xxxxxx rebatee) shall not exceed $2,996.25, and all other costs and expenses incurred to be paid by such Seller in closing and consummating the purchase and sale of the Property of such Seller pursuant heretounder this Agreement. Such Seller and Purchaser shall As to each Property, Buyer will pay one-half of any escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of (i) the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, Survey; (ii) one-half of the fees and costs due Escrow Agent for its services; (iii) the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy any endorsements issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactions, the attorneys’ fees such Owner’s Policy other than endorsements required for Seller’s cure of Purchaser, Objectionable Matters and (iv) all other costs to be paid by Buyer under this Agreement. Except as otherwise provided in this Agreement, Seller and expenses incurred by Purchaser in the performance Buyer will each be solely responsible for and bear all of Purchaser’s due diligence inspection of the Properties (their own expenses, including without limitation appraisal costsany expenses of legal counsel, environmental audit and assessment costsaccountants, and engineering review costs) and other advisors incurred at any time in closing and connection with pursuing or consummating the purchase 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 sale Buyer according to the usual and customary allocation of the Properties pursuant hereto. The parties acknowledge that the amount of the premium same by Escrow Agent for the basic ownersuch Property’s coverage in the amount of the Purchase Price quoted by Chicago Title Insurance Company is $55,925.00locale. Seller agrees that all closing costs and Purchaser shall each charges payable by Seller may be entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the deducted from Seller’s share proceeds otherwise payable to Seller at Closing. Buyer will deposit with Escrow Agent sufficient cash to pay all of such Xxxxxx rebate shall not exceed $2,097.38,Buyer’s closing costs and charges.

Closing Costs. Sellers shall pay the attorneys’ fees of SellersAt each Closing, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale Sites that are the subject of such Seller’s PropertyClosing, Seller will pay (a) 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 insurance premium amount for a standard coverage owner’s policy of title insurance in the amount of the documentary stamps 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 imposed upon assessed on the conveyance by Seller to Buyer of the Property respective Site based the amount of the Allocated Purchase Price for such SellerSite; (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 Special Warranty Deed 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 SellerClosing, Buyer will pay (i) all title insurance costs and charges (other than the standard coverage insurance premium amounts paid by Seller as provided in subsection (a) above), including any costs for extended coverage, title endorsements, lender policies or other coverage requested by Buyer; (ii) the cost of any new or updated Survey obtained by Buyer; (iii) the cost of recording the Deeds and any other Closing Documents other than the amounts payable by Seller pursuant to Section 5.6(f) above; (iv) one-half of the cost of title examination fees and expenses costs due Escrow Agent for its sale escrow services under this Agreement; (v) any state, county or local documentary, franchise or transfer taxes other than the amounts payable Agreement of Purchase and oneSale Coyote Portfolio by Seller pursuant to Section 5.6(d) above; (vi) any then-half unpaid Loan Assumption Costs and all Loan Prepayment Costs applicable to any Loans being prepaid as a part of the title insurance premiums for the basic owner’s title insurance policy issued Closing, as provided in Section 1.9 above (other than any amount of Loan Prepayment Costs being paid 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 to Section 5.6(b) above, if applicable); (vii) one-half of any escrow Loan Assumption Fees applicable to any Loans being assumed as a part of the Closing, as provided in Section 1.9 above; and (viii) 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 expenses of legal counsel, accountants, and other advisors and consultants incurred at any time in connection with pursuing or consummating the transaction contemplated by this Agreement. Any other closing fees charged costs and charges not specifically designated as the responsibility of either Party in this Agreement will be paid by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable Parties with respect to each Site according to the basic owner’s title insurance policy issued usual and customary allocation/apportionment of such costs by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Escrow Agent in the performance of Purchaser’s due diligence inspection of jurisdiction in which such Site is located. Buyer and Seller agree that there is little or no Personal Property included within the Properties (including without limitation appraisal costs, environmental audit Property 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 no portion of the Purchase Price quoted by Chicago Title Insurance Company is $55,925.00. Seller and Purchaser shall each for any Site will be entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate allocated or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Personal Property.

Closing Costs. Sellers shall At Closing, Seller will pay (a) the attorneys’ fees costs of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of releasing all liens and other encumbrances that are required by this Agreement with respect to the sale be released by Seller and of recording such Seller’s Property, the cost releases; (b) one-half of the documentary stamps 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 imposed upon assessed on the conveyance by Seller to Buyer of the Property respective Site based the amount of the Allocated Purchase Price for such SellerSite; (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 Special Warranty Deed 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) 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 respective Site based on the amount of the Allocated Purchase Price for such Seller, Site; (iii) the cost of any new or updated Survey obtained by Buyer; (iv) the cost of recording the Deeds and any other Closing 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 cost of title examination fees and expenses and one-half of the title insurance premiums costs due Escrow Agent for the basic owner’s title insurance policy issued by the Title Company to Purchaser in accordance with the Title Commitment its sale escrow services under this Agreement; (exclusive of endorsements thereto), one-half of vi) the cost of endorsements to such owner’s any extended title insurance policy issued by the Title Company to Purchaser, provided that Sellers’ share of the cost of such coverage and endorsements and (calculated before any Xxxxxx rebatevii) shall not exceed $2,996.25, and 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 expenses of legal counsel, accountants, and other advisors and consultants incurred by such Seller at any time in closing and connection with pursuing or consummating the purchase transactions contemplated by this Agreement. Any other closing costs and sale charges not specifically designated as the responsibility of the Property of such Seller pursuant hereto. Such Seller and Purchaser shall each pay one-half of any escrow closing fees charged either Party in this Agreement will be paid by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable Parties with respect to each Site according to the basic owner’s title insurance policy issued usual and customary allocation/apportionment of such costs by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Escrow Agent in the performance of Purchaser’s due diligence inspection of jurisdiction in which such Site is located. Buyer and Seller agree that there is little or no Personal Property included within the Properties (including without limitation appraisal costs, environmental audit Property 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 no portion of the Purchase Price quoted by Chicago Title Insurance Company is $55,925.00. Seller and Purchaser shall each for any Site will be entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate allocated or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Personal Property.

Closing Costs. Sellers (a) 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 attorneys’ fees following categories: (i) seventy-five percent (75%) of Sellersthe legal expenses incurred in connection with the negotiation and preparation of the Little Xxxx Xxxxx Contract and all Exhibits thereto, including without limitation the DOR and DCCRO; (ii) legal expenses incurred in connection with the negotiation and documentation of this Agreement, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 Leases, Limited Rent Guaranty, Stock Pledge Agreement, Owner Agreement, Guaranty of this Agreement Landlord's Obligations and related agreements; (iii) environmental reports prepared in connection with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by Ownership Interests in the Title Company, one-half Owners of the cost or Properties pursuant to this Agreement; (iv) property appraisals for the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded Properties prepared in connection with these transactions, the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 Properties pursuant hereto. The parties acknowledge that Ownership Interests in the amount Owners of the premium for Properties under this Agreement; (v) engineering/property evaluation reports prepared in connection with the basic owner’s coverage sale of the Ownership Interests in the amount Owners of the Purchase Price quoted 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 Chicago Title Insurance Company is $55,925.00Purchaser for travel (including meals), postage, long-distance telephone charges and photocopying in connection with the transactions contemplated hereby. Seller and Expenses which are to be reimbursed to Purchaser shall each be entitled pursuant to receipt of fifty percent clause (50%i) of the Xxxxxx rebate in the amount of $34,562.50 (each party’s share preceding sentence shall be $17,281.25) for a total base premium of $21,362.50; reimbursed to Purchaser upon Closing under the Little Xxxx Xxxxx Contract (unless Purchaser fails to close under such Contract and Purchaser shall Seller elects to terminate this Agreement pursuant to Section 3.5(a)(iii)). Further expenses which are to be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled reimbursed pursuant to the receipt of fifty percent clauses (50%ii) and (vii) of the Xxxxxx rebate attributable first sentence of this paragraph which relate 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 cost 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 endorsements to Closing in respect of the owner’s title insurance policy, provided Ownership Interests of the Owner of that particular Property. All of Purchaser's expenses in excess of $600,000 or Purchaser's expenses which do not fall within the Seller’s share of such Xxxxxx rebate above categories shall not exceed $2,097.38,be borne by Purchaser.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit G, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the attorneys’ costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees of Sellers, the brokerage commission and costs due Sellers’ Broker pursuant to Section 10.1 of this Agreement Escrow Agent for its services; (iii) with respect to the sale of such Seller’s any individual Property, title search and exam costs due to Escrow Agent; and (iv) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services; (ii) the cost of the documentary stamps Surveys, (iii) the deed recording fees and tax for recordation of the special warranty deed in the applicable recording office; (iv) all costs incurred with any financing obtained by Buyer, including the premium for a required loan title policy and for any endorsements required by Buyer’s lender; and (v) all other costs to be paid by Buyer 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 transfer consummating the transaction contemplated herein. Real estate taxes imposed shall be prorated through escrow as of the date that Tenant became responsible for such taxes under the Lease and shall be based upon the conveyance current valuation and latest available tax rates. If, as of XXX, a Property is not taxed as a separate tax parcel despite Seller’s efforts to cause such separate tax parcel to be created (such Property referred to as the “Affected Property”), all real estate taxes and assessments shall be prorated as of XXX based on an allocation of the Parties’ respective percentage ownership ratio (determined on a gross acreage basis of the applicable tax parcel(s) as of the date of XXX, with any taxes based on improvements allocated to the parcel containing the improvements). Until the Parties are able to obtain a separate assessment for the Affected Property, Seller and Buyer shall each pay, prior to delinquency, their respective share of all taxes due and payable for all assessed tax parcels in which any portion of the Affected Property is located. For purposes of such Sellerthis Section 23(a), Seller will be deemed to own the balance of any tax parcel(s) (other than the Affected Property) containing any portion of the Affected Property, and Seller will be responsible to pay, or cause to be paid, the cost share of recording the Special Warranty Deed of such Seller, one-half of the cost of title examination fees all taxes and expenses and one-half of the title insurance premiums for the basic ownerassessments attributable thereto. Seller shall provide Buyer with a tax xxxx identifying Buyer’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’ allocable share of the cost property taxes due at least ten (10) business days prior to delinquency. Upon payment of Seller’s allocable share of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Brokerproperty taxes, if any, one-half Seller shall provide Buyer with documentation reasonably requested to confirm such payment. If either Party fails to pay its proportionate share of the cost of all title examination fees and expenses and one-half taxes prior to delinquency, the other Party may, following prior written notice to the nonpaying Party, pay the entire tax xxxx then due. The nonpaying Party shall thereafter pay its respective share of the title insurance premiums payable with respect taxes to the basic owner’s title insurance policy issued by paying Party together with interest on such amount at the Title Company rate of twelve percent (12%) per annum from the date paid until all such sums together with interest thereon is repaid. Buyer and Seller will cooperate with each other after XXX to Purchasercause each Affected Property to be assessed as a separate tax parcel. The provisions of this Section 23(a) shall survive XXX. If XXX for a Property is on or after the 20th day of the calendar month in which such XXX occurs, the cost monthly base rent due to Buyer under the terms of the applicable Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, in such event, Tenant shall pay the Initial Rent due under such Lease to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). All other prorations shall be calculated through escrow as of XXX 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 Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same for the State and County where the Property is located by Escrow Agent. Seller agrees that all endorsements to Purchaser’s owner’s title insurance policy (less the closing costs payable by Seller shall be deducted from Seller’s share thereof proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided abovein this Section 23(a), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Except to the extent set forth below as a Purchaser cost, Seller shall pay the attorneys’ fees all title charges and expenses of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect or relating to the sale of such Seller’s PropertyTitle Policies herein provided for including commitment fees, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Sellerany endorsements (up to $500.00 per Project) and endorsements over unpermitted title exceptions, the cost of recording the Special Warranty Deed of such Sellerand title insurance premiums, Survey fees, one-half (1/2) of all Closing Escrow fees, State and County documentary or transfer taxes, municipal transfer taxes imposed by ordinance on Seller, any sales or transaction tax payable by reason of the cost of title examination fees transaction herein described, and all other closing costs and expenses (other than the expenses to be paid by Purchaser as hereinafter provided) customarily paid by sellers of property in the Chicagoland area. The expense of Purchaser's attorneys 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)consultants, one-half (1/2) of the cost Closing Escrow fees, all fees and costs relating to obtaining the Bond Consent, the Bond Release, the CIBC Consent and the CIBC Release, all fees and costs relating to the prepayment of all Non-Assumed Debt, all due diligence costs and expenses, the costs of any endorsements requested by Purchaser (in excess of $500.00 per Project and other than those relating to such owner’s unpermitted title exceptions) to the Title Policy, fees for recording deeds, and any municipal transfer taxes imposed by ordinance on Purchaser, all costs related to lenders title insurance policy issued by the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, policies and all other costs and expenses incurred customarily paid by such Seller purchasers of property in closing and consummating the purchase and sale Chicagoland area shall be paid by Purchaser. [At Closing or upon termination of the Property of such Seller pursuant hereto. Such Seller and this Agreement, Purchaser shall each pay one-half of any escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay reimburse Seller for the costs of all commissions due to Purchaser’s Brokerthe sprinkler, if any, one-half of the cost of all title examination fees backflow and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued alarm tests requested by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded Purchaser in connection with these transactions, the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s its due diligence inspection (to the extent such expenses cannot be passed through to the Tenants of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,applicable Project).

Closing Costs. Sellers Seller shall pay be responsible for the attorneys’ fees payment of Sellersthe premium and taxes for the standard form owners title policy described in Section 5.2, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 recording fees for any partial releases of this Agreement with respect to the sale of such Seller’s Propertymortgages, any broker’s commission to which Xxxxxx has agreed in writing, the real estate excise tax, and one-half (1/2) of the standard Escrow fee (less any developer’s discount). Buyer shall be responsible for any additional cost of title insurance, the documentary stamps or transfer taxes imposed upon recording fee for the conveyance Deed, the next month’s assessment for the Unit if applicable, a pro rata share of the Property of such Seller, the cost of recording the Special Warranty Deed of such Sellercurrent month’s assessment if applicable, one-half (1/2) of the cost of title examination fees standard Escrow fee, and all fees, costs and expenses and one-half of in connection with Buyer’s loan, if any, including the premium for any mortgagee’s title insurance premiums policy. These cost allocations are shown on the table below. Seller Costs Buyer Costs Premium for standard owner’s title policy Cost of homeowner’s form of coverage, any additional coverage, and any title endorsements Recording fees for any partial releases of mortgages Recording fee for Deed Broker’s commission Next month’s assessment for Unit and pro rata share of current month’s assessment, if applicable Real estate excise tax Costs related to Xxxxx’s loan, including the basic ownerpremium for any mortgagee’s title insurance policy issued by the Title Company to Purchaser in accordance with the Title Commitment (exclusive Seller’s portion of endorsements thereto), oneEscrow fee One-half of standard Escrow fee The standard Escrow fee shall be divided equally between the cost parties, but any developer’s discount shall be credited only to Seller. Buyer acknowledges that any assessments set forth in the Public Offering Statement are estimates only and that they may be changed prior to and after the Close of endorsements Escrow. The estimates for assessments are based on certain assumptions regarding costs, including an assumed inflation factor, which assumptions may prove to such owner’s title insurance policy issued by be inaccurate. Billings for separately charged utilities serving the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s BrokerUnit, if any, one-half shall be prorated between the parties hereto as of the cost of all title examination fees and expenses and one-half Closing Date. Each party waives any requirement of the title insurance premiums payable with respect Escrow Holder to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactions, the otherwise prorate utility charges. Each party shall pay its own attorneys’ fees relating to the Close of PurchaserEscrow, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 Properties pursuant heretoif applicable. 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser Buyer shall also each be entitled to pay the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,initial capital contribution set forth in Section 6.3.

Closing Costs. Sellers Closing costs shall pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker be allocated and paid as follows: COST RESPONSIBLE PARTY ---- ----------------- Title Commitment required to be delivered pursuant to Section 10.1 of this Agreement with respect 5.1 Purchaser Premium for standard form Title Policy required to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 be delivered pursuant to Purchaser in accordance with the Section 5.2 Premium for any upgrade of Title Commitment (exclusive of Policy for extended or additional coverage Purchaser Purchaser and any endorsements thereto), one-half of the cost of endorsements to such owner’s title insurance policy issued desired by the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees inspection fee charged by the Title Company, one-half tax certificates, municipal and utility lien certificates, and any other Title Company charges Costs of 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 costs required cost of 1.25% of the cost or aggregate pursuant to the most recent applicable loan principal amount of all the documents Existing Environmental Reports listed on the attached Exhibit “E” and one-half Loans as of the cost date of Closing, with Seller paying any applicable costs in excess of such amount; provided, however, if Purchaser elects not to assume the most recent Surveys listed on the attached Exhibit “F”. Existing Loans payable to Aegon Life Insurance Company or Nationwide Life Insurance Company totaling approximately $118,183,000.00, Purchaser shall pay be fully responsible for the costs excess of all commissions due any prepayment penalties, charges or yield maintenance amounts relating to Purchaser’s Broker, if any, one-half of those loans over the cost of all title examination loan assumption fees and expenses 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 other similar taxes, fees or assessments Any escrow fee charged by Escrow Purchaser Agent for holding the Earnxxx Xxxey or conducting the Closing All other closing costs, expenses, Purchaser charges and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of fees Each party shall be responsible Seller/Purchaser for all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share on behalf of such Xxxxxx rebate shall not exceed $2,097.38,party Cost of obtaining AIP Shareholder Seller Approval Cost of Seller's Asset Manager's Seller Fees through Closing

Closing Costs. Sellers (a) Each Seller shall pay (i) such Seller’s legal fees, (ii) expenses such Seller might incur in connection with removing the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement Unpermitted Exceptions with respect to the sale of such Seller’s Propertyits Shopping Center, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, (iii) one-half of the cost of title examination Title Company’s closing and escrow fees and expenses and (the “Escrow Costs”), (iv) 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less including the Seller’s share thereof as provided abovecost of the Agreed Endorsements) (the “Title Policy Costs”), (v) one-half of the New Survey costs (the “Survey Costs”), (vi) one-half of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other the recording fees on all instruments to be recorded charges due in connection with these transactionsthe 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 attorneys’ “Recording Charges”), (vii) 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 Purchasersuch 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 and or expenses incurred by Purchaser solely in the performance of connection with any new financing being obtained by Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,.

Closing Costs. Sellers shall pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Closing Costs 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 to Qualified Homebuyer; The NSP3 Loan less Development Subsidy, Homebuyer Subsidy and Purchaser Closing Costs shall each pay one-half of any escrow closing fees charged by be repaid to COUNTY upon the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 Properties pursuant heretoProperty. The parties acknowledge that Upon the amount repayment of the premium 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 to be delivered to 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 (“Second Mortgage Loan”), and to require its repayment if the Property is no longer the principal residence and upon sale, rental, refinance, conveyance, transfer or change in title of the Property prior to the expiration of the affordability period. Sale, rental, refinance, conveyance, transfer or change in title of the 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 date of execution of the NSP3 Loan Agreement. In any action commenced to enforce the obligation of the Borrower to pay principal and interest under the Note, the obligations hereunder shall be non-recourse to the Borrower and the judgment shall not be enforceable personally against the Borrower, Xxxxxxxx’s partners, or the Borrower’s assets, and the recourse of COUNTY for the basic owner’s coverage collection of such amounts shall be limited to actions against the Property described in the amount 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 Purchase Price quoted by Chicago Title Insurance Company is $55,925.00holder of this Note. Seller Principal and Purchaser shall each be entitled to receipt of fifty percent (50%) interest are payable in lawful money of the Xxxxxx rebate United States. If action be instituted on this Note, the undersigned promises to pay such sums as the Court may fix as attorney’s fees. (SIGNATURES ON NEXT PAGE) BY SIGNING XXXXX, the Borrower accepts and agrees to the terms contained in this Promissory Note. BORROWER: Housing Authority of the County of Riverside a public entity, corporate and politic in the amount State of $34,562.50 (each party’s share shall be $17,281.25) for a total base premium California By: Xxxxx Xxxxx, Chairman Board of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) Commissioners Date: ATTEST: XXXXX XXXXXX-IHEM Clerk of the Board By: Deputy APPROVED AS TO FORM: XXXXXXX X. XXXXXXX, County Counsel By: Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policyX. Brown, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Deputy County Counsel EXHIBIT “D” RIVERSIDE COUNTY ECONOMIC DEVELOPMENT AGENCY

Closing Costs. Sellers shall pay the attorneys’ fees of SellersAt each Closing, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale Sites that are the subject of such Seller’s PropertyClosing, Seller will pay (a) 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) 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 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) all Loan Prepayment Costs applicable to any Loans being prepaid as part of the subject Closing, as provided in Section 1.9 above; (e) its own legal fees and fees for advisory services in connection herewith; (f) the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such affirmative insurance as required by this Agreement to be paid by Seller, ; (g) the cost of recording the Special Warranty Deed 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. If, pursuant to Section 1.2, Seller elects to receive any OP Units or AFIN Common Stock as part of the Purchase Price, then Seller shall also pay or cause to be paid, and shall indemnify and hold harmless Buyer and its affiliates from and against, any additional Taxes incurred with respect to any sale, exchange or other disposition of such SellerOP Units or AFIN Common Stock or of any units of partnership interest in AFIN Buyer into which the OP Units are converted or any AFIN Common Stock for which any such OP Units are exchanged. At each Closing, with respect to the Sites that are the subject of such Closing, Buyer will pay (i) all title insurance costs and charges, including any costs for standard coverage, extended coverage, title endorsements, lender policies or other coverage requested by Buyer (except as set forth in clause (f) above); (ii) the cost of any new or updated Survey obtained by Buyer; (iii) the cost of recording the Deeds and any other Closing Documents to the extent such costs are customarily paid by buyers in the applicable jurisdiction in which such Site is located; (iv) one-half of the cost of title examination fees and expenses and onecosts due Escrow Agent for its sale escrow services under this Agreement; (v) any state, county or local documentary, franchise or transfer taxes other than the amounts payable by Seller pursuant to Section 5.6(c) above; (vi) any then-half unpaid Loan Assumption Costs applicable to any Loans being assumed as a part of the title insurance premiums for the basic ownerClosing, as provided in Section 1.9 above (subject to Seller’s title insurance policy issued by the Title Company reimbursement obligation as set forth in Section 1.9(g)); (vii) any Loan Assumption Fees applicable to Purchaser in accordance with the Title Commitment (exclusive of endorsements thereto), one-half any Loans being assumed as a part of the cost of endorsements Closing, as provided in Section 1.9 above (subject to such ownerSeller’s title insurance policy issued by the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements reimbursement obligation as set forth in Section 1.9(g)); and (calculated before any Xxxxxx rebateviii) shall not exceed $2,996.25, and 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 expenses of legal counsel, accountants, and other advisors and consultants incurred by such Seller at any time in closing and connection with pursuing or consummating the purchase transactions contemplated by this Agreement. Any other closing costs and sale charges not specifically designated as the responsibility of the Property of such Seller pursuant hereto. Such Seller and Purchaser shall each pay one-half of any escrow closing fees charged either Party in this Agreement will be paid by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable Parties with respect to each Site according to the basic owner’s title insurance policy issued usual and customary allocation/apportionment of such costs by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Escrow Agent in the performance of Purchaser’s due diligence inspection of jurisdiction in which such Site is located. Buyer and Seller agree that there is little or no Personal Property included within the Properties (including without limitation appraisal costs, environmental audit Property 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 no portion of the Purchase Price quoted by Chicago Title Insurance Company is $55,925.00. Seller and Purchaser shall each for any Site will be entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate allocated or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost Personal Property. Agreement of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Purchase and SaleCMFT Portfolio 56

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the "Escrow Instructions"). At XXX, Seller shall pay (i) the attorneys’ fees costs of Sellersreleasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half (1/2) of the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement transfer tax associated with respect to the sale of such Seller’s the Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of and (iii) all title examination fees other costs to be paid by Seller under this Agreement; and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy Buyer shall pay (less the Seller’s share thereof as provided above), w) the costs of issuing recording the Deed and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments documents to be recorded in connection with these transactionsrecorded, (x) the attorneys’ fees of Purchaserand costs due Escrow Agent for its services, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties including (including without limitation appraisal costs, environmental audit and assessment costs, and engineering review costslimitation) 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 entitled to receipt of fifty percent Owner's Policy, (50%y) one-half (1/2) of the Xxxxxx rebate transfer tax associated with the sale of the Property, if any, and (z) all other costs to be paid by Buyer 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 transaction contemplated herein. If not otherwise paid by Tenant pursuant to the Lease, 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 XXX 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 amount of $34,562.50 (each party’s share Escrow Instructions or in this Agreement shall be $17,281.25) for a total base premium paid by Seller and Buyer according to the usual and customary allocation of $21,362.50; and Purchaser the same in the State of Maine. Seller agrees that all closing costs payable by Seller shall be entitled deducted from Seller's proceeds otherwise payable to one hundred percent (100%) Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of any additional rebate or reduction Buyer's closing costs. Except as provided in the title premiums above that amount. this Section 23(a), Seller and Purchaser Buyer shall also each be entitled bear their own costs in regard to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Seller shall pay up to $5,000 towards Purchaser’s cost to obtain the attorneys’ fees of SellersSurvey, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 cost of this Agreement all title examination fees and expenses and title insurance premiums payable with respect to the sale owner’s title insurance policy issued by the Title Company to Purchaser, and the cost of such Seller’s Propertyextended coverage, including a, extended coverage endorsement and a GAP endorsement, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property Property, one half of such the cost of any escrow fees, the attorneys’ fees of Seller, the brokerage commission due Broker pursuant to Section 10.2 of this Agreement, 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 any documents necessary 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 satisfy any Xxxxxx rebate) shall not exceed $2,996.25Monetary Objections, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs above $5,000 of all commissions due to Purchaser’s Broker, if any, one-half of obtaining the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to PurchaserSurvey, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof policy, except a extended coverage and a GAP endorsement, as provided above)applicable, the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, the cost of recording any mortgage or mortgages placed on the Property, any mortgage tax, documentary stamp tax, intangibles tax or similar tax which becomes payable by reason of any security instrument caused by Purchaser to be recorded on the Property, the cost of recording the Deed and all other recording fees on all instruments to be recorded in connection with these transactionstransactions except recording costs necessary to satisfy any Monetary Objections, one half of the cost of any escrow fees, any other Closing fees, the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties 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 Properties Property 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,.

Closing Costs. Sellers Closing costs shall pay be allocated and paid as follows: As to the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker University Boulevard Property: COST RESPONSIBLE PARTY Title Commitment required to be delivered pursuant to Section 10.1 5.1. Purchaser Premium for Title Policy required to be delivered pursuant to Section 5.4. Purchaser Premium for any upgrade of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, one-half of the cost of title examination fees Title Policy for any additional coverage and expenses and one-half of the title insurance premiums for the basic owner’s title insurance policy issued any endorsements desired 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees inspection fee charged by the Title Company, one-half 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 any mortgage taxes Purchaser Recording fees related to modifications 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 cost Property (excluding recording fees) University Boulevard Seller Any escrow fee charged by Escrow Agent for holding the Xxxxxxx Money or conducting the most recent Existing Environmental Reports listed on 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 attached Exhibit “E” and one-half of same As to the cost of the most recent Surveys listed on the attached Exhibit “F”Xxxxxx Xxxx Property: COST RESPONSIBLE PARTY Title Commitment required to be delivered pursuant to Section 5.1. Purchaser shall pay the costs Premium for Title Policy required to be delivered pursuant to Section 5.4. Purchaser Premium for any upgrade of all commissions due to Title Policy for any additional coverage and any endorsements desired by Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued 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 any mortgage taxes Purchaser Recording fees related to modifications or releases of existing title encumbrances Xxxxxx Xxxx Seller Any deed taxes, documentary stamps, transfer taxes, intangible taxes or other similar taxes, fees or assessments imposed upon the transfer of the Property (excluding recording fees) Xxxxxx Xxxx Seller Any escrow fee charged by Escrow Agent for holding the Xxxxxxx Money or conducting the Closing Purchaser, : ½ Xxxxxx Xxxx Seller: ½ Real Estate Sales Commission to Broker Xxxxxx Xxxx Seller All other customary closing costs The party incurring the cost of all endorsements same As to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums Hydraulic Road Property: COST RESPONSIBLE PARTY 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 mortgagee title insurance policy obtained upgrade of Title Policy for any additional coverage and any endorsements desired by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactionsany inspection fee charged by the Title Company, the attorneys’ fees of Purchasertax certificates, municipal and utility lien certificates, and all any other costs 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 expenses incurred by any mortgage taxes Purchaser in 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 performance of Purchaser’s due diligence inspection transfer of the Properties Property (including without limitation appraisal costs, environmental audit and assessment costs, and engineering review costsexcluding recording fees) Purchaser pay State transfer tax (Va. Code Xxx. §58.1-801) and in Local transfer tax (Va. Code Xxx. § 58.1-814) and Hydraulic Road Seller pays Grantor taxes and fees (Va. Code Xxx. § 58.1-802). Any escrow fee charged by Escrow Agent for holding the Xxxxxxx Money or conducting the Closing Purchaser: ½ Hydraulic Road Seller: ½ Real Estate Sales Commission to Broker Hydraulic Road Seller All other customary closing and consummating costs The party incurring 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,same

Closing Costs. Sellers At the Closing, HSRE-ESP shall pay the attorneys’ fees of Sellersall recording costs and all escrow costs. Furthermore, at Closing, the brokerage commission following costs shall be paid by HSRE-ESP and/or reimbursed to Extra Space or HSRE by HSRE-ESP, as applicable: (i) all actual out of pocket costs incurred or paid to unaffiliated third parties by HSRE in connection with its due Sellers’ Broker pursuant diligence investigation of the Property, the ESP Interests, the Texas Interests and Extra Space, including, but not limited to, the costs of the Surveys; (ii) all fees, costs, expenses, and other charges charged by Lender and/or any servicer of the Existing Indebtedness or incurred in the satisfaction of any condition or requirement imposed by Lender or such servicer with respect to Section 10.1 Lender’s consenting to the 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 respect local practice and custom in the area applicable to the sale of such Seller’s each Property, : (A) the cost of the base title policy, endorsements, reinsurance or coinsurance, (B) transfer, documentary stamps or transfer and similar taxes imposed upon related to the conveyance purchase of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s BrokerESP Interests, if any; provided, one-half however, that in the absence of the cost of all title examination fees local practice and expenses and one-half of the title insurance premiums payable with respect custom relating to the basic owner’s title insurance policy issued payment of such costs, such costs shall be paid by HSRE-ESP. Notwithstanding anything to the Title Company contrary in this Section 4.3.4, if the Closing does not occur, no party to Purchaserthis Agreement shall be responsible for reimbursing any other party to this Agreement for fees, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the expenses costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 Properties pursuant hereto. The parties acknowledge that the amount of the premium or 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share benefit of such Xxxxxx rebate shall not exceed $2,097.38,party except as expressly provided otherwise in Section 13.1.2 below.

Closing Costs. Sellers Seller shall pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, (i) 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 documentary stamps or transfer taxes imposed upon franchiser as a prerequisite to the conveyance assignment of the Property of such SellerFranchise), the cost of recording the Special Warranty Deed of such Seller(ii) all transfer taxes, one-half conveyance taxes, documentary stamps, and other similar taxes, fees or charges payable to any governmental authority as a result of the cost of title examination fees and expenses and one-half transfer of the title insurance premiums for Hotel, (iii) any fees or costs incurred in order to convey the basic owner’s title insurance policy issued by Hotel free and clear of all liens, encumbrances, conditions and exceptions other than the Title Company to Purchaser in accordance with the Title Commitment Permitted Exceptions, (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 Xxxxxx rebateiv) shall not exceed $2,996.25, and all other 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 closing fees charged fee imposed by the Title CompanyCompany and (v) the fees and disbursements of 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 acquisition of the Hotel, (iv) the cost of the Title Policy, including any endorsements thereto and any endorsements to the Title Policies for the Other Hotels, (v) one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued any escrow fee imposed by the Title Company and (vi) the fees and disbursements of its counsel. Any other expenses or charges incurred by the parties and not expressly addressed in this Agreement shall be borne by the party incurring said expense or charge. Other than payment of the items specifically listed in the first sentence of this Section 11.5, payment of the debt owed to French Quarter Holdings, Inc. ("FQH") as evidenced by that certain letter agreement between FQH and Seller, dated on or about May 31, 1996, as amended, payment of the brokerage commissions as stated herein to be paid by Seller, prorations and adjustments as provided herein, expenses incurred by Seller by its own initiation and costs and expenses of achieving a Free and Clear Conveyance subject to the Permitted Encumbrances, which costs shall be borne by Seller as herein provided, Seller shall not be responsible for any other costs whatsoever incurred in connection herewith, and Purchaser shall pay all other such costs, including, without limitation, 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, the cost 's line of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactions, the attorneys’ fees of Purchasercredit financing, and all other costs and expenses incurred as provided herein to be paid by Purchaser in Purchaser. Notwithstanding the performance of Purchaser’s due diligence inspection of the Properties (including without limitation appraisal costsforegoing, 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 entitled to receipt of fifty percent (50%) of the Xxxxxx rebate in the amount of $34,562.50 (each party’s share shall be $17,281.25) responsible for a total base premium all costs incurred solely because of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate Seller's willful misconduct or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,gross negligence.

Closing Costs. Sellers shall Seller will pay (a) the attorneys’ fees cost for the standard portion of Sellers, the brokerage commission due Sellers’ Broker Owner’s Policy and any endorsements to the Owner's Policy which Seller agrees (in Seller's sole discretion pursuant to Section 10.1 6 above) to obtain to cure any Objectionable Matters; (b) the costs of releasing all liens, judgments, and other encumbrances that are to be released under Section 6(f) and of recording such releases, if required to perfect such release; (c) one-half (1/2) of the fees and costs due Escrow Agent for its services (other than search costs, which will be paid entirely by Seller); and (d) all other costs to be paid by Seller under this Agreement with respect Agreement. Buyer will pay (i) the cost of any endorsements to the sale Owner’s Policy requested by Buyer and/or lender, and any lender's title policy, along with one-half (1/2) of such the fees and costs due Escrow Agent (other than search costs, which will be paid entirely by Seller’s Property, ); (ii) the cost of the documentary stamps or transfer taxes imposed upon Survey; (iii) the conveyance cost attributable to the extended portion of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, one-half of the cost of title examination fees Owner’s Policy; 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 Xxxxxx rebateiv) shall not exceed $2,996.25, and all other costs and expenses incurred to be paid by such Seller Buyer under this Agreement. Except as otherwise provided in closing and consummating the purchase and sale of the Property of such Seller pursuant hereto. Such this Agreement, Seller and Purchaser shall Buyer will each pay one-half be solely responsible for and bear all of their own expenses, including without limitation any escrow closing fees charged by the Title Companyexpenses of legal counsel, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” accountants, and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for other advisors incurred at any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded time in connection with these transactions, pursuing or consummating the attorneys’ fees transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of Purchaser, either Party in this Agreement will be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent for the Property's locale. Seller agrees that all other closing costs and expenses incurred charges payable by Purchaser in the performance Seller may be deducted from Seller's proceeds otherwise payable to Seller at Closing. Buyer will deposit with Escrow Agent sufficient cash to pay all of Purchaser’s due diligence inspection of the Properties (including without limitation appraisal costs, environmental audit Buyer's closing costs 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,charges.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the attorneys’ costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees of Sellersand costs due Escrow Agent for its services, (iii) the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement transfer tax associated with respect to the sale of such Seller’s Propertythe Properties, if any, (iv) the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such SellerSurveys, the cost of recording the Special Warranty Deed of such Sellerand (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half of the cost of title examination fees and expenses and one-half of the title insurance premiums costs due Escrow Agent 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 Xxxxxx rebate) shall not exceed $2,996.25its services, and (ii) all other costs to be paid by Buyer 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 by such Seller at any time in closing and connection with pursuing or consummating the purchase transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and sale latest available tax rates. All prorations shall be calculated through escrow as of XXX 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 Property of such Seller pursuant heretomonth in which the closing occurs. Such Seller and Purchaser All other credits to Buyer shall each pay one-half of any escrow closing fees charged by be similarly prorated. If XXX is on or after the Title Company, one-half 20th day of the cost or calendar month in which XXX occurs, the most recent Existing Environmental Reports listed on monthly base rent due to Buyer under the attached Exhibit “E” and one-half terms of the cost Leases for the full calendar month of the most recent Surveys listed month following the day on which XXX occurs (the attached Exhibit “FInitial Rent”. Purchaser ) shall be credited to Buyer at XXX (and, in such event, Tenants shall pay the costs of all commissions due Initial Rent to Purchaser’s BrokerSeller and, if any, one-half notwithstanding the terms of the cost 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 all title examination fees either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and expenses Buyer according to the usual and one-half customary allocation of the title insurance premiums same by Escrow Agent. Seller agrees that all closing costs payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller shall be deducted from Seller’s share thereof proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided abovein this Section 23(a), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers (a) In addition to the other costs and expenses to be paid by Seller set forth elsewhere in this Agreement, Seller shall pay for the attorneys’ following items in connection with the transactions contemplated by this Agreement: (i) one-half (1/2) of the fees and expenses for Escrow Agent; (ii) the costs and expenses relating to the termination of Sellersthe Operating Leases and the Excluded Management Agreements; (iii) all income taxes applicable to Seller or its 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, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement VAT, or similar tax, levy, charge or fee incurred with respect to the sale transactions described in this Agreement; (v) the fees and expenses of such Seller’s Propertyits 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 documentary stamps or transfer taxes imposed upon Defeasance Collateral (as defined in the conveyance of the Property of CMBS Loan Agreement) and such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by CMBS Borrower paid or incurred in connection with the Title Company, one-half of defeasance; (vii) Seller’s Franchise Agreement Obligations; (viii) the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of for the title insurance premiums payable with respect commitments, the title premium and any endorsements to the basic owner’s title insurance policy issued by the Title Company to PurchaserPolicy, the cost of in each case, as expressly identified on Schedule 6.2 as Seller Costs; (ix) all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above)state, the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchasercounty or other local documentary, all other transfer, conveyance, stamp, recording fees on all instruments to be recorded or similar tax payable in connection with these transactions, the attorneys’ fees delivery of Purchaser, 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 following items in connection with the transactions contemplated by this Agreement: (i) the fees and expenses incurred by Purchaser Buyer for Buyer’s Inspectors or otherwise in connection with the performance of Purchaser’s due diligence inspection of Inspections; (ii) the Properties (including without limitation appraisal costs, environmental audit fees 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 expenses for the basic owner’s coverage New Survey; (iii) the fees and expenses for the title commitments, the title premium and any endorsements to the Title Policy, in the amount of the Purchase Price quoted 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 other amounts payable in connection with any financing obtained by Chicago Title Insurance Company is $55,925.00. Seller and Purchaser shall each be entitled to receipt of fifty percent Buyer; (50%v) one-half (1/2) of the Xxxxxx rebate fees and expenses for Escrow Agent; (vi) the costs and expenses (including, without limitation, any application fees and any costs incurred in connection with the amount of $34,562.50 (satisfaction and/or compliance with any property improvement plan required by Franchisor) to enter into a New Franchise Agreement with Franchisor for each party’s share shall be $17,281.25) for a total base premium of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policyHotels and, provided that if applicable, any Franchise Termination Payments (but excluding the Seller’s share Franchise Agreement Obligations); (vii) all state, county or other local documentary, transfer, conveyance, stamp, recording or similar tax payable in connection with the delivery of such Xxxxxx rebate shall not exceed $2,097.38,the Assignment of Interests expressly identified on Schedule 6.2 as Buyer Costs; and (viii) the fees and expenses of its own attorneys, accountants and consultants.

Closing Costs. Sellers Except to the extent set forth below as a Purchaser cost, Seller shall pay the attorneys’ fees all title charges and expenses of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect or relating to the sale of such Seller’s PropertyTitle Policies herein provided for including commitment fees, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Sellerany endorsements (up to $500.00 per Project) and endorsements over unpermitted title exceptions, the cost of recording the Special Warranty Deed of such Sellerand title insurance premiums, Survey fees, one-half (1/2) of all Closing Escrow fees, State and County documentary or transfer taxes, municipal transfer taxes imposed by ordinance on Seller, any sales or transaction tax payable by reason of the cost of title examination fees transaction herein described, and all other closing costs and expenses (other than the expenses to be paid by Purchaser as hereinafter provided) customarily paid by sellers of property in the Chicagoland area. The expense of Purchaser’s attorneys 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)consultants, one-half (1/2) of the cost Closing Escrow fees, all fees and costs relating to obtaining the Bond Consent, the Bond Release, the CIBC Consent and the CIBC Release, all fees and costs relating to the prepayment of all Non-Assumed Debt, all due diligence costs and expenses, the costs of any endorsements requested by Purchaser (in excess of $500.00 per Project and other than those relating to such owner’s unpermitted title exceptions) to the Title Policy, fees for recording deeds, and any municipal transfer taxes imposed by ordinance on Purchaser, all costs related to lenders title insurance policy issued by the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, policies and all other costs and expenses incurred customarily paid by such Seller purchasers of property in closing and consummating the purchase and sale Chicagoland area shall be paid by Purchaser. [At Closing or upon termination of the Property of such Seller pursuant hereto. Such Seller and this Agreement, Purchaser shall each pay one-half of any escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay reimburse Seller for the costs of all commissions due to Purchaser’s Brokerthe sprinkler, if any, one-half of the cost of all title examination fees backflow and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued alarm tests requested by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded Purchaser in connection with these transactions, the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s its due diligence inspection (to the extent such expenses cannot be passed through to the Tenants of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,applicable Project).

Closing Costs. Sellers Seller shall pay the attorneys’ fees of all charges normally attributable to Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 including Florida and Hillsborough County real estate transfer taxes, Seller's portion of this Agreement with respect to the sale C ity of such Seller’s PropertyTampa real estate transfer taxes, the cost of the documentary stamps or owner's title insurance policy, Seller's recording charges, and all other charges customarily charged to sellers by the Title Insurer. Buyer shall pay all charges normally attributable to Buyers, including Bxxxx's portion of City of Tampa real estate transfer taxes imposed upon taxes, and all other charges customarily charged to buyers by the conveyance of Title Insurer and all other charges, costs, and expenses relating to the Property of such SellerBuyer's mortgage financing, if any, including mortgage recording charges, the cost of any money lender's escrow established by Bxxxx's lender, and the cost of the mortgage title insurance policy and any endorsements required by Bxxxx's lender. Purchaser shall also pay: all costs and fees payable in connection with any mortgage that Purchaser may obtain for the purchase of the House, which costs are variable depending on the mortgage lender, including and intangible taxes in connection with a note and mortgage; the documentary stamp tax payable on the Special Warranty Deed and Purchaser's legal fees and expenses. Seller shall pay for the cost of: (a) officially recording the Special Warranty Deed Deed, (b) the premium for the issuance of such the Title Policy, (c) title search, (d) lien searches and (e) Seller's attorney fees. Purchaser and Seller shall equally share the closing agent's (as selected by the Seller) closing fee and expenses for handling the Closing. For purposes of this paragraph, one-half the Purchase Price of the House shall be deemed to include the Total Purchase Price set forth on the first page of the Agreement plus (to the extent not already included therein) 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 any options purchased pursuant to Purchaser in accordance with the Title Commitment (exclusive of endorsements thereto)any Selections Addendum, one-half of the cost of endorsements to such owner’s title insurance policy issued by the Title Company to PurchaserOption Addendum, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebateChange Order Form(s) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”otherwise. Purchaser shall pay all utility charges for the costs House purchased from and after the date of Closing. Certified, confirmed and ratified special assessment liens as of the Scheduled Closing Date shall be paid by Seller; however, to the extent any such certified, confirmed or ratified special assessment liens are payable in installments, Purchaser shall take title subject to such liens and assume and be responsible for the balance of any installments which are payable after the Scheduled Closing Date. Pending liens as of the Scheduled Closing Date and special assessment liens which become certified, confirmed or ratified after the Scheduled Closing Date shall be the responsibility of and paid by Purchaser. The provisions of this paragraph shall survive the Closing. 23. SURVEY. Within five (5) business days before the Closing Date, Seller shall deliver to Buyer, at Bxxxx's expense, a current boundary survey in a .pdf file locating the House and all property improvements prepared by a licensed Florida surveyor, showing any encroachments, measurements of all commissions due lot lines, all easements of record, building set back lines of record and fences. Seller shall deliver one original Property boundary survey to Purchaser’s BrokerBuyer at Closing. If Buyer is not satisfied with any encumbrance or encroachment shown on the current survey that was not apparent on any survey previously provided to Buyer, if anyin the Title Commitment, one-half or otherwise disclosed in writing to Buyer, Buyer may terminate this Agreement upon written notice to Seller on or before the Closing Date, in which event the Title Insurer shall promptly return the Exxxxxx Money Deposit to Buyer, and this Agreement shall be of the cost no further force and effect, and all parties hereto shall thereupon be relieved and absolved of all title examination fees and expenses and one-half of the title insurance premiums payable any further liabilities or obligations whatsoever to each other hereunder, except with respect to those liabilities or obligations hereunder which are expressly stated to survive the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost termination of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs this Agreement. Final PLAT also attached for reference of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,lot lines.

Closing Costs. Sellers Subject to Section 3.4 hereof, Seller shall pay the attorneys’ fees cost for an update of Sellersthe Existing Survey obtained through XXXxxxxxxxxx, the cost of any update to the Title Commitment, the premium for the cost of basic coverage under any policy of owner’s title insurance issued to Purchaser by the Title Company, the brokerage commission due Sellers’ to Seller’s Broker and Purchaser’s Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s the Property, the cost attorneys’ fees of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, one-half of any escrow closing fees charged by the cost of title examination fees and expenses Title Company and one-half of any state or county transfer tax imposed on 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 sale of the cost of endorsements to such owner’s title insurance policy issued Property by the Title Company Seller to Purchaser, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 the cost of any endorsements to or extended coverage under any policy of owner’s title insurance issued by the Title Company to Purchaser, the costs of any mortgagee title policy (including endorsements thereto) issued by the Title Company to any lender of Purchaser; all recording fees on all instruments to be recorded in connection with this transaction (other than fees associated with the release of any mortgages on the Property that are released at Closing), the attorneys’ fees of Purchaser, one-half of any escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” Company and one-half of any state or county transfer tax imposed on the cost sale of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due Property by Seller to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (including without limitation appraisal costs, environmental audit and assessment costs, and engineering review costs) Property and in closing and consummating the purchase and sale of the Properties Property 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,.

Closing Costs. Sellers shall Seller will pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, (a) the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 ownerOwner’s title insurance policy issued by the Title Company to Purchaser in accordance with the Title Commitment Policy (exclusive of 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 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 Property; and (calculated before any Xxxxxx rebatef) shall not exceed $2,996.25, and all other costs to be paid by Seller under this Agreement. Buyer will pay (i) any additional cost for a lender’s title policy and expenses incurred by such Seller in closing and consummating the purchase and sale costs of all endorsements to the Property of such Seller pursuant hereto. Such Seller and Purchaser shall each pay one-half Owner’s Policy (except any endorsements required for Seller’s cure of any escrow closing fees charged Objectionable Matters) if required by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of Buyer; (ii) the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, Survey; (iii) one-half of the cost of all title examination fees and expenses costs due Escrow Agent for its services; (iv) transfer taxes typically imposed on buyers in the respective jurisdiction; and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, v) all other recording fees on all instruments costs to be recorded 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 these transactions, pursuing or consummating the attorneys’ fees transactions contemplated hereby. Any other closing costs for the Property that are not specifically designated as the responsibility of Purchaser, either Party in this Agreement will be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent for the Property’s locale. Seller agrees that all other closing costs and expenses incurred charges payable by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 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 may be entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the deducted from Seller’s share proceeds otherwise payable to Seller at Closing. Buyer will deposit with Escrow Agent sufficient cash to pay all of such Xxxxxx rebate shall not exceed $2,097.38,Buyer’s closing costs and charges.

Closing Costs. Sellers shall pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other costs and expenses incurred by such a. 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Brokerfor real property transfer taxes, conveyance fees, deed stamps (if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing applicable) and title insurance premiums for an owner’s policy (except for the cost of any mortgagee title insurance policy obtained special endorsements) (collectively, “Seller Closing Costs”) up to $1,125,000 for the Closing on Tranche 1, up to $190,000 (the “Xxxxxxx Mac Closing Payment Cap”) for the Tranche 2 Xxxxxxx Mac Closing, and up to $185,000 (the “KeyBank Closing Payment Cap”) for the Tranche 2 KeyBank Closing; provided that (i) if the amounts actually incurred by Purchaser, all other recording fees on all instruments to be recorded Seller for Seller Closing Costs in connection with these transactionsthe Tranche 2 Xxxxxxx Mac Closing are less than the Xxxxxxx Mac Closing Payment Cap, the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection any unused portion of the Properties Xxxxxxx Mac Closing Payment Cap shall be added to the KeyBank Closing Payment Cap, (including without limitation appraisal costs, environmental audit and assessment costs, and engineering review costsii) and in closing and consummating the purchase and sale of the Properties pursuant hereto. The parties acknowledge that if the amount of the premium for Seller Closing Costs on the basic owner’s coverage in Tranche 2 Xxxxxxx Mac Closing exceeds the Xxxxxxx Mac Closing Payment Cap, but the Seller Closing Costs on the Tranche 2 KeyBank Closing are less than the KeyBank Closing Payment Cap, Buyer shall be entitled to a credit against the Tranche 2 KeyBank Purchase Price equal to the lesser of (A) the amount by which the amount of the Purchase Price quoted Seller Closing Costs on the Tranche 2 Xxxxxxx Mac Closing exceeded the Xxxxxxx Mac Closing Payment Cap, and (B) the amount by Chicago Title Insurance Company is $55,925.00. which the KeyBank Closing Payment Cap exceeds the Seller Closing Costs on the Tranche 2 KeyBank Closing, and Purchaser (iii) in no event shall each be entitled to receipt of fifty percent (50%) of the Xxxxxx rebate in the amount of Seller Closing Costs paid by Seller under the Tranche 2 Xxxxxxx Mac Closing and the Tranche 2 KeyBank Closing, plus any credit against the Tranche 2 KeyBank Purchase Price provided for in clause (ii) above, exceed $34,562.50 375,000; further provided, however, such costs shall not include any costs (each party’s share and shall be $17,281.25) for a total base premium of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%solely Buyer’s responsibility) of any additional rebate or reduction curing title defects that Title Company would not insure but which Lawyer’s Title Corporation of America has noted in the title premiums above writing that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,it would insure.

Closing Costs. (a) Sellers shall pay the attorneys’ fees of Sellers, the brokerage commission due following costs and expenses at Closing: (1) Sellers’ Broker pursuant to Section 10.1 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 Closing; (2) The cost of issuing the Title Insurance Commitments and the premium for issuance of the Title Policies together with the cost of reasonable and customary endorsements to the Title Policies not relating to Buyer’s financing, 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 (6) Any and all other costs and expenses expressly allocated to Sellers under this Agreement. 30 (b) Buyer shall pay the following costs and expenses at Closing: (1) Costs of transferring or canceling any Operating Agreements; (2) Costs of recording the Deeds and any other transfer documents requiring recordation; (3) All premiums and costs for issuing any endorsements or 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 mortgage, deed of trust or other security instrument executed by Buyer; (7) All fees, costs and expenses incurred with respect to the sale any purchase money financing incurred by Buyer; (8) Buyer’s prorated share of such Sellerall real estate and tangible personal property taxes, rents, or assessments as set forth in this Agreement; (9) Buyer’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, oneown legal expenses; (10) 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 closing or settlement fee charged by the Title Company to Purchaser in accordance with the Title Commitment Escrow Agent. (exclusive of endorsements thereto), one-half of the 11) The cost of endorsements to such owner’s title insurance policy issued preparing the Surveys; and (12) Any termination charges related termination of any Operating Agreements. (13) Any UCC searches. (14) Any costs or expenses incurred by Buyer in connection with its inspections and due diligence preformed on the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements Property. (calculated before any Xxxxxx rebate15) shall not exceed $2,996.25, Any and all other costs and expenses incurred expressly allocated to Buyer under this Agreement. 31 Section 12.04 Revenue and Expense Prorations.» Pursuant to Article IV, Sellers and Buyer will make appropriate apportionments and prorations of expenses, rents, taxes and revenues and settle them 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed appropriate credits on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect Closing Statement or pursuant to the basic owner’s title insurance policy issued by Operations Settlement, as the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 Properties pursuant heretocase may be. 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Section 12.05

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the "Escrow Instructions"). At COE, Seller shall pay (i) the attorneys’ fees costs of Sellersreleasing all liens, the brokerage commission due Sellers’ Broker pursuant judgmentx, and other encumbrances that are to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, the cost be released and of recording the Special Warranty Deed of such Sellerreleases, (ii) one-half of the cost of title examination fees and expenses costs due Escrow Agent for its services; (iii) the transfer tax associated with the sale of the Property, if any, and (iv) all other costs to be paid by Seller under this Agreement. Buyer shall pay one-half of the title insurance premiums fees and costs due Escrow Agent for its services. 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 transaction contemplated herein. Real estate taxes shall not be prorated since the real estate taxes are reimbursed by Tenant pursuant to the Lease. All prorations shall be calculated through escrow as of COE based upon the latest available information, including, without xxxitation, a credit to Buyer for any rent prepaid by Tenant for the basic owner’s title insurance policy issued 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 Agreement shall be paid by Seller and Buyer according to the Title Company usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Purchaser Seller at COE. Buyer shall deposit with Escrow Agent sufficient cash to pay alx xf Buyer's closing costs. Except as provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement. Escrow Agent shall disburse the funds strictly 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Closing Statement.

Closing Costs. Sellers shall Seller will pay (a) the attorneys’ 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 Sellersthe Property; and (e) all other costs to be paid by Seller under this Agreement. Buyer will pay (i) any additional cost for a lender’s title policy, if required by Buyer, and the brokerage commission due Sellers’ Broker pursuant to Section 10.1 cost of this Agreement with respect adding extended coverage to the sale of such Seller’s Property, Owner’ Policy; (ii) the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, Survey; (iii) one-half of the cost of title examination fees and expenses costs due Escrow Agent for its services; (iv) any fees and one-half of the title insurance premiums costs due Local Title Agent for the basic owner’s title insurance policy issued by the Title Company to Purchaser in accordance with the Title Commitment its services; and (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 Xxxxxx rebatev) shall not exceed $2,996.25, and all other costs and expenses incurred to be paid by such Seller Buyer under this Agreement. Except as otherwise provided in closing and consummating the purchase and sale of the Property of such Seller pursuant hereto. Such this Agreement, Seller and Purchaser shall Buyer will each pay one-half be solely responsible for and bear all of their own expenses, including without limitation any escrow closing fees charged by the Title Companyexpenses of legal counsel, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” accountants, and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for other advisors incurred at any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded time in connection with these transactions, pursuing or consummating the attorneys’ fees transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of Purchaser, either Party in this Agreement will be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent for the Property’s locale. Seller agrees that all other closing costs and expenses incurred charges payable by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 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 may be entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the deducted from Seller’s share proceeds otherwise payable to Seller at Closing. Buyer will deposit with Escrow Agent sufficient cash to pay all of such Xxxxxx rebate shall not exceed $2,097.38,Buyer’s closing costs and charges.

Closing Costs. Sellers Closing costs shall pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker be allocated and paid as follows: Cost Responsible Party Title Commitment required to be delivered pursuant to Section 10.1 4.1.15 Seller Breakage Fee to Xxxxxxx 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 (subject to cap of this Agreement with respect $250,000) Premium for any upgrade of Title Policy for extended or additional coverage and any endorsements to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Title Policy desired 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees inspection fee charged by the Title Company, one-half tax certificates, municipal and utility lien certificates, and any other Title Company charges Purchaser Costs of Survey and/or any revisions, modifications or recertifications thereto Purchaser 1/2 Seller 1/2; except that Purchaser’s amount is only due and payable if the cost Surveys are recertified to Purchaser 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, 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 most recent Existing sole responsibility of Purchaser Any escrow fee charged by Escrow Agent for holding the Xxxxxxx Money or conducting the Closing Purchaser 1/2 Seller 1/2 All other closing costs, expenses, charges and fees (other than Seller’s and Purchaser’s counsel) Purchaser 1/2 Seller 1/2 Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. provided by Seller to Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect prior to the basic owner’s title insurance policy issued date hereof or during Inspection Period unless reliance letter is obtained Seller 2008 Environmental Reports provided by the Title Company Seller to Purchaser, the cost Purchaser if reliance letter in favor of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy Purchaser is obtained Purchaser 1/2 Seller 1/2 Environmental Reports obtained by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactions, the attorneys’ fees of if any Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,

Closing Costs. Sellers Seller shall pay the attorneys’ fees of all charges normally attributable to Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 including Florida and Hillsborough County real estate transfer taxes, Seller's portion of this Agreement with respect to the sale City of such Seller’s PropertyTampa real estate transfer taxes, the cost of the documentary stamps or owner's title insurance policy, Seller's recording charges, and all other charges customarily charged to sellers by the Title Insurer. Buyer shall pay all charges normally attributable to Buyers, including Bxxxx's portion of City of Tampa real estate transfer taxes imposed upon taxes, and all other charges customarily charged to buyers by the conveyance of Title Insurer and all other charges, costs, and expenses relating to the Property of such SellerBuyer's mortgage financing, if any, including mortgage recording charges, the cost of any money lender's escrow established by Bxxxx's lender, and the cost of the mortgage title insurance policy and any endorsements required by Bxxxx's lender. Purchaser shall also pay: all costs and fees payable in connection with any mortgage that Purchaser may obtain for the purchase of the House, which costs are variable depending on the mortgage lender, including and intangible taxes in connection with a note and mortgage; the documentary stamp tax payable on the Special Warranty Deed and Purchaser's legal fees and expenses. Seller shall pay for the cost of: (a) officially recording the Special Warranty Deed Deed, (b) the premium for the issuance of such the Title Policy, (c) title search, (d) lien searches and (e) Seller's attorney fees. Purchaser and Seller shall equally share the closing agent's (as selected by the Seller) closing fee and expenses for handling the Closing. For purposes of this paragraph, one-half the Purchase Price of the House shall be deemed to include the Total Purchase Price set forth on the first page of the Agreement plus (to the extent not already included therein) 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 any options purchased pursuant to Purchaser in accordance with the Title Commitment (exclusive of endorsements thereto)any Selections Addendum, one-half of the cost of endorsements to such owner’s title insurance policy issued by the Title Company to PurchaserOption Addendum, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebateChange Order Form(s) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”otherwise. Purchaser shall pay all utility charges for the costs House purchased from and after the date of Closing. Certified, confirmed and ratified special assessment liens as of the Scheduled Closing Date shall be paid by Seller; however, to the extent any such certified, confirmed or ratified special assessment liens are payable in installments, Purchaser shall take title subject to such liens and assume and be responsible for the balance of any installments which are payable after the Scheduled Closing Date. Pending liens as of the Scheduled C losing Date and special assessment liens which become certified, confirmed or ratified after the Scheduled Closing Date shall be the responsibility of and paid by Purchaser. The provisions of this paragraph shall survive the Closing. 23. SURVEY. Within five (5) business days before the Closing Date, Seller shall deliver to Buyer, at Bxxxx's expense, a current boundary survey in a .pdf file locating the House and all property improvements prepared by a licensed Florida surveyor, showing any encroachments, measurements of all commissions due lot lines, all easements of record, building set back lines of record and fences. Seller shall deliver one original Property boundary survey to Purchaser’s BrokerBuyer at Closing. If Buyer is not satisfied with any encumbrance or encroachment shown on the current survey that was not apparent on any survey previously provided to Buyer, if anyin the Title Commitment, one-half or otherwise disclosed in writing to Buyer, Buyer may terminate this Agreement upon written notice to Seller on or before the Closing Date, in which event the Title Insurer shall promptly return the Exxxxxx Money Deposit to Buyer, and this Agreement shall be of the cost no further force and effect, and all parties hereto shall thereupon be relieved and absolved of all title examination fees and expenses and one-half of the title insurance premiums payable any further liabilities or obligations whatsoever to each other hereunder, except with respect to those liabilities or obligations hereunder which are expressly stated to survive the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost termination of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs this Agreement. Final PLAT also attached for reference of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,lot lines.

Closing Costs. Sellers shall Seller will pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, (a) the cost of the documentary stamps Owner’s Policy, any related search or transfer taxes imposed upon exam fees, and any endorsements required for Seller’s cure of any Objectionable Matters; (b) the conveyance costs of the Property of such Sellerreleasing all liens, the cost judgments, and other encumbrances that are to be released and of recording the Special Warranty Deed of such Seller, releases; (c) one-half of the cost of title examination fees and expenses and one-half of the title insurance premiums costs due Escrow Agent for the basic owner’s title insurance policy issued its services; (d) any transfer taxes typically paid 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 Xxxxxx rebate) shall not exceed $2,996.25Seller, and documentary taxes; (e) recording charges related to the recording of any release of mortgage and/or liens; and (e) all other costs and expenses incurred to be paid by such Seller in closing and consummating the purchase and sale of the Property of such Seller pursuant heretounder this Agreement, which are typically considered “Seller’s costs”. Such Seller and Purchaser shall each Buyer will pay one-half of (i) any escrow closing fees charged additional cost for a lender’s title policy, if required by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of Buyer; (ii) the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, Survey; (iii) one-half of the fees and costs due Escrow Agent for its services; (iv) the cost of all title examination fees endorsements not required to cure Objectionable Matters; and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, v) all other recording fees on all instruments costs to be recorded 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 their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with these transactions, pursuing or consummating the attorneys’ fees transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of Purchaser, either Party in this Agreement will be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent for the Property’s locale. Seller agrees that all other closing costs and expenses incurred charges payable by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 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 may be entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the deducted from Seller’s share proceeds otherwise payable to Seller at Closing. Buyer will deposit with Escrow Agent sufficient cash to pay all of such Xxxxxx rebate shall not exceed $2,097.38,Buyer’s closing costs and charges. Purchase and Sale Agreement Walgreens – Kilgore, TX

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit G, and by this reference incorporated herein (the "Escrow Instructions"). At XXX, Seller shall pay (i) the attorneys’ costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees of Sellersand costs due Escrow Agent for its services (the remaining one-half to be paid by Buyer), (iii) the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement transfer tax associated with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s BrokerPremises, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, iv) all other recording fees on all instruments costs to be recorded 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 these transactionspursuing 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 XXX based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the attorneys’ fees period beginning with and including the date on which the closing occurs through and including the last day of Purchaser, and all the month in which the closing occurs. All other credits to Buyer shall be similarly prorated. Any other closing costs and expenses incurred by Purchaser not specifically designated as the responsibility of either Party in the performance of Purchaser’s due diligence inspection Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the Properties (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 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 same by Chicago Title Insurance Company is $55,925.00Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer's closing costs. Except as provided in this Section 23(a), Seller and Purchaser Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit D, and by this reference incorporated herein (the “Escrow Instructions”). At CXX, Seller shall pay (i) the attorneys’ costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees of Sellersand costs due Escrow Agent for its services, (iii) the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement transfer tax associated with respect to the sale of such Seller’s Propertythe Properties, if any, (iv) the cost of the documentary stamps or transfer taxes imposed upon the conveyance a standard Owner’s Policy corresponding to each of the Property of such SellerProperties, the cost of recording the Special Warranty Deed of such Sellerand (v) all other costs to be paid by Seller under this Agreement. At CXX, Buyer shall pay (i) any additional costs for extended coverage title insurance policies or any endorsements requested by Buyer, (ii) one-half the fees and costs due Escrow Agent for its services, and (iii) the costs 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 Surveys. Subject to Purchaser in accordance with the Title Commitment (exclusive of endorsements theretoSection 8(b), 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 Xxxxxx rebate) Buyer shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall also pay the costs of those investigations, studies and/or tests which Buyer may have elected to obtain. Except as otherwise provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all commissions due to Purchaser’s Brokerof their own respective expenses, if anyincluding, one-half without limitation, expenses of the cost of all title examination fees legal counsel, accountants, and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for other advisors incurred at any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded time in connection with these transactionspursuing or consummating the transaction contemplated herein. There shall be no prorations or apportionments hereunder insofar as Tenant, pursuant to the attorneys’ fees Existing Leases and the Leases, shall be required to pay all items usually prorated in transactions of Purchaserthe type described herein, and including all real property taxes applicable to any period prior to CXX. Any other closing costs and expenses incurred by Purchaser not specifically designated as the responsibility of either Party in the performance of Purchaser’s due diligence inspection Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the Properties (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 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 same by Chicago Title Insurance Company is $55,925.00Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at CXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a), Seller and Purchaser Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Seller shall pay pay: (a) the attorneys’ fees cost of Sellersthe owner’s standard coverage title policy premium charged by the Title Insurer and all title policy endorsements, whether for owner’s or lender’s policies, that are required by the brokerage commission due Sellers’ Broker pursuant Title Insurer to Section 10.1 cure a title defect that Seller has herein agreed to cure; (b) any existing liens or mortgages on the Property (except as set forth in the immediately following sentence); (c) one-half (1/2) of this Agreement the costs of the Title Insurer and Escrow Agent closing fees; (d) one-half (1/2) of any state or country transfer taxes with respect to the sale transfer of such Seller’s the Land and Improvements, and any Personal Property, ; (e) the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the updated Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, one-half of the cost of title examination fees and expenses Survey 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 Xxxxxx rebate1/2) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on Garage Survey (hereinafter defined) pursuant to Section 5; (f) the attached Exhibit “F”costs of Seller’s legal counsel; (g) all costs to record the Deed and any documents to cure any matter of title or survey that Seller is obligated to cure under this Agreement; (h) all Parking Garage Property Documents to which Seller is a party that are necessary to be recorded to consummate the transfer of the Shares; and (i) all other costs normally paid by sellers of similar real estate transactions, as reasonably determined by the Escrow Agent. Purchaser Buyer shall pay the cost of (q) any lender’s policy and all endorsements or extended coverage to any lender’s or to any owner’s standard coverage title policy; (r) the cost to remove any liens on the Property created by Bxxxx or any of Buyer’s agents or contractors; (s) the costs of all commissions Buyer’s due to Purchaser’s Broker, if any, diligence excluding the costs of any updated Property Survey and one-half (1/2) of the cost of the Garage Survey (as defined below), if any; (t) all title examination fees and expenses and costs to record any loan documents in order to complete the transaction contemplated by this Agreement; (u) the cost to record all Parking Garage Property Documents to which Seller is not a party; (v) one-half (1/2 of the title insurance premiums payable costs of the Title Insurer and Escrow Agent; (w) one-half (1/2 of any state or local transfer taxes with respect to the basic owner’s title insurance policy issued by transfer of the Title Company to PurchaserLand and Improvements, and any Personal Property; (x) the cost of all endorsements to Purchaserbuyer’s owner’s title insurance policy legal counsel; and (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactions, the attorneys’ fees of Purchaser, and y) all other costs normally paid by buyers of similar real estate transactions, as reasonably determined by the Escrow Agent. Brokerage commissions shall be paid as set forth in Section 15. The obligations of the parties with respect to indemnification, hold harmless and the payment of the foregoing costs and expenses incurred by Purchaser in shall survive the performance termination of Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Seller shall pay the attorneys’ recording fees of Sellersany document necessary to satisfy any lien or other encumbrance against the Subject Premises. Seller shall pay the New York City Real Property Transfer Tax and New York State Real Estate Transfer Tax. Seller shall also pay (i) all costs and expenses, including any prepayment premiums, to prepay and release any mortgages or other security interests from the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps Subject Premises or transfer taxes imposed upon the conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, one-half of the cost of title examination fees any portion thereof; 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged required to be paid by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy construction lender (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded except in connection with these transactions, any assignment of any mortgage to the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser extent set forth in the performance of Purchaser’s due diligence inspection of the Properties Section 19 hereof); (including without limitation appraisal costs, environmental audit and assessment costs, and engineering review costsii) 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 entitled to receipt of fifty percent (50%) of customary and reasonable escrow fees charged by the Xxxxxx rebate in the amount of $34,562.50 (each party’s share shall be $17,281.25) for a total base premium of $21,362.50Title Company; and Purchaser (iii) its share of the prorations described herein. Buyer shall pay the costs of examination of title ordered by Buyer, any owner’s policy of title insurance to be entitled issued insuring Buyer’s title to one hundred percent (100%) the Subject Premises, any mortgagee’s policy of title insurance to be issued insuring any additional rebate mortgage encumbering the Subject Premises, as well as all other title charges and all other costs or reduction expenses incident to execution or recordation of documents required in order to transfer title to or mortgage the title premiums above that amountSubject Premises to Buyer’s lender. Seller Buyer shall pay for all costs incurred in connection with its inspections and Purchaser due diligence. Buyer shall also each be entitled to the receipt of pay (i) fifty percent (50%) of customary and reasonable escrow fees charged by the Xxxxxx rebate attributable to the cost Title Company; and (ii) its share of the endorsements to prorations described herein. Additionally, any expenses, charges and fees of Closing, not specifically allocated herein or elsewhere in this Agreement or incurred by a specific party, shall be borne by the owner’s title insurance policyparties in accordance with general custom in New York City, provided that or, if no such custom exists, shall be borne equally between the Seller’s share parties. The terms of such Xxxxxx rebate this Section 16 shall survive Closing and not exceed $2,097.38,be merged therein.

Closing Costs. Sellers Seller shall pay for: (i) the attorneys’ fees premium for the Title Policy; (ii) one-half (1/2) of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect any personal property sales taxes applicable to the sale of such the Personal 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 Property, 's failure to qualify for the cost "casual sale" exemption set forth in Section 60-590 of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, Arizona Revised Statutes; (iii) one-half (1/2) of the escrow charges, if any, of the Title Company; (iv) any fees and costs charged by the Existing Lender related to Buyer's assumption of the Existing 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) 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 any coinsurance or reinsurance coverage required by the Buyer (but specifically excluding any endorsement or other title examination fees and expenses and costs related to Sellers' inability to obtain the consent of the Villas Association to the Assignment of Ground Lease to Buyer); (B) one-half (1/2) of the title insurance premiums escrow charges, if any, 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 fee for the basic owner’s update of the survey; (E) one-half (1/2) of the fee paid to the trustee in connection with the Assignment of Beneficial Interest; (F) one-half (1/2) of any personal property sales taxes applicable to the sale of the Personal Property (but all of the personal property sales taxes attributable to Buyer's failure to obtain a re-sale certificate or license) and specifically excluding any personal property taxes attributable to Seller's failure to qualify for the casual sale exemption; (G) one-half (1/2) of the legal fees of the Existing Lender in connection with the assignment to Buyer of the Existing Financing and all of the cost for the endorsement to Existing Lender's policy of title insurance policy issued by insurance; and (H) all of the Title Company fees related to Purchaser the transfer of the Assumed Contracts to Buyer. Any other closing costs shall be paid in accordance with the Title Commitment (exclusive custom 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Maricopa County.

Closing Costs. Sellers Seller shall pay pay: the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 premium for the basic owner’s title insurance policy issued by the base form of Owner's 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 Policy; one-half of any escrow closing fee; costs of tax certificates; fees charged for preparation of the conveyance documentation; Seller's attorneys' fees; any fee for the Commitment; and other expenses stipulated to be paid by the Title Company, Seller under other provisions of this Contract. Purchaser shall pay: one-half of any escrow fee; the cost or premium for the most recent Existing Environmental Reports listed on area and boundary deletion (if any) and the attached Exhibit “E” and one-half costs of any endorsements to the Owner's Title Policy, including, without limitation, the T19.1 endorsement; any costs of any mortgagee policy of title insurance; the cost of the most recent Surveys listed Survey set forth in Section 7(a); Purchaser's attorneys' fees; recording fees; and other expenses stipulated to be paid by Purchaser under other provisions of this Contract. Purchase and Sale Agreement15233092_2 7 (g) Proration of Assessments, Taxes, and Rents. Assessments, current taxes, rents and maintenance fees and other income will be prorated as of the Closing Date; provided, however, no prorations will be made for delinquent rents or other charges under the Tenant Leases existing as of the Closing and provided further, however that within ninety (90) days after the Closing Date, all reimbursable utility bills for utility charges incurred by Seller and reimbursable to Seller from the tenants under the Tenant Leases for periods prior to Closing ("RUBS"), if received by Purchaser, shall be remitted by Purchaser to Seller but thereafter Purchaser shall have no obligation to remit RUBS income to Seller. If ad valorem taxes for the year in which the sale is closed are not available on the attached Exhibit “F”Closing Date, proration of taxes will be made on the basis of (i) the assessed value of the Land and Improvements for the year of Closing, if known, or the assessed value of the Land and Improvements for the year before Closing, if such value is not known, multiplied by (ii) the tax rates for the year of Closing, if known, or the rates for the year before Closing, if not known, with a subsequent cash adjustment of such proration to be made between Seller and Purchaser, if necessary, when the actual tax bills are issued. If any such charges, expenses, and income are unavailable at the precise Closing Date, then a readjustment of these items shall be made within 90 days after the Closing for all matters other than taxes, for which such period shall be 180 days after the Closing. With respect to any delinquent rentals or other amounts under the Tenant Leases, Purchaser will make a reasonable attempt (but shall pay not be obligated) to collect the costs same for Seller's benefit after the Closing in the usual course of all commissions due to Purchaser’s Brokerthe operation of the Property and such collection, if any, onewill be remitted as provided in this Section 5(g). Nothing contained herein shall operate (1) to require Purchaser to institute any lawsuit or other collection procedure to collect such delinquent amounts or (2) until the date that is sixty-half one (61) days after the Closing Date, to permit Seller to pursue any such collection against any tenant that remains in occupancy at the Property; provided however in exercising its remedies against tenants as outlined in this sentence, Seller shall not seek or threaten to evict any tenant of the cost Property or to terminate any lease of all title examination fees such tenant. Any sums received by Purchaser or Seller from any tenants owing delinquent rentals or other amounts will first be applied to the then-current portion of such tenant's obligation and then to delinquent amounts owed with respect to the period before Closing; and, accordingly, each party shall promptly remit to the other the amounts to which it is entitled in this sentence (after deduction of reasonable, actual out-of-pocket expenses incurred in connection therewith). Purchaser agrees to pay or reimburse any third party finder's fees, commissions and one-half of the title insurance premiums like payable with respect to any Tenant Leases that are executed after the basic owner’s title expiration of the Feasibility Period and prior to the Closing Date. For avoidance of any doubt, any finder's fees, commissions and the like payable to Seller's property manager are expressly excluded from and shall not be paid or reimbursed by Purchaser pursuant to the immediately preceding sentence. At the Closing, Seller will pay to Purchaser in cash the amount of any refundable security deposits actually paid to or received by Seller under the Tenant Leases (and not as of the Closing Date returned to or forfeited by tenants under Tenant Leases) and any prepaid rentals actually paid to or received by Seller for periods subsequent to the Closing; provided, however, upfront cable premiums, non-refundable payments, deposits, or fees collected by Seller shall not be prorated. In making the prorations required by this Section 5, the economic burdens and benefits of ownership of the Property for the Closing Date shall be allocated to Purchaser. The provisions of this Section 5(g) shall survive the Closing. Purchase and Sale Agreement15233092_2 8 (h) Proration of Utilities. Utilities and other customarily prorated expenses, including but not limited to water, sewer, gas, electricity, trash removal and fire protection service, and any Service Contracts (other than management or leasing contracts (subject to the obligation of Purchaser to pay finder's fees and commissions as expressly provided in Section 5(g)), to the extent paid for by Seller or required to be paid for by Seller for a period after Closing, will be prorated as of the Closing Date. Other expenses relating to the Property up to the Closing Date and all periods prior thereto, including without limitation, all operating expenses, costs under Service Contracts, costs incurred or ordered by Seller or Seller's agents that are not to be transferred, and insurance policy issued and administrative expenses, will be paid for by the Title Company Seller; it being understood and agreed that Purchaser shall not be liable therefor. Seller will not assign to Purchaser, and Purchaser will not be entitled to, any deposits held by any utility company or other company servicing the cost of all endorsements Property; but rather such deposits will be returned to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 will arrange and bear all responsibility to arrange with all utility companies to have accounts styled in Purchaser's name beginning on the Closing Date. The provisions of this Section 5(h) shall each be entitled to receipt of fifty percent (50%) of survive the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Closing.

Closing Costs. Sellers Seller and the Joint Ventures shall pay be responsible for (i) their own legal counsel expenses, (ii) all costs incurred to repay any liens and other expenses due from or incurred by Seller or the attorneys’ Joint Ventures, if applicable, in connection with the transaction (including prepayment fees of Sellersor expenses, if any, regarding any existing liens or mortgages on the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to Properties, other than Permitted Exceptions and the sale of such Seller’s PropertyAssumed Loans), the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, (iii) one-half of the cost escrow fee, if any, which may be charged by the Escrow Agent; (iv) any and all real estate excise or transfer taxes that are incurred in connection with the transfer of title examination the Properties and (v) any reasonable and customary attorneys fees and loan processing fees required by the holders of the Assumed Loans in connection with the assumption of the Assumed Loans in connection with this transaction and any fees to Seller's mortgage broker Xxxxx Xxxxxxxx ("Xxxxxxxx") in connection with this transaction. Notwithstanding anything to the contrary contained in this Section, Seller and the Joint Ventures shall be responsible for transfer fees expressly set forth in the Assumed Loan Documents to the extent payable in connection with the transactions set forth herein. Purchaser shall pay for (i) its own legal counsel expenses, the owner's title insurance costs (including without limitation, any recording fees) and premiums, any title endorsements required by Purchaser, and survey expenses; (ii) the cost and premiums of any lender's title insurance policies (including any such policies required by lenders under any Assumed Loans), any escrow fees, any fees or expenses of Purchaser's lender and any UCC and violation search fees; (iii) the costs of Purchaser negotiating, executing and complying with the Assumption Documents and Instruments, the Assumed Loan Indemnities and any other documents that Purchaser must enter into pursuant to Section 8 hereof; (iv) 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Brokerfee, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued which may be charged by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy Escrow Agent; and (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactions, the attorneys’ fees of Purchaser, and all other v) costs and expenses incurred by Purchaser in the performance of Purchaser’s 's own due diligence inspection of the Properties (including activities including, without limitation appraisal costsengineering, environmental audit reports and assessment costs, lease and engineering review costs) and in closing and consummating the purchase and sale of the Properties pursuant heretoexpense audits. The parties acknowledge that the amount provisions of the premium for the basic owner’s coverage in the amount this Section 5(D) shall survive closing or any termination of the Purchase Price quoted by Chicago Title Insurance Company is $55,925.00. Seller and Purchaser shall each be entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers (a) All Third-Party Costs (hereinafter defined) shall pay the attorneys’ fees of Sellersbe borne one hundred percent (100%) by Purchaser. As used herein, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to term "Third-Party Costs" shall include the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other following costs and expenses which are incurred by such Seller Sellers, Purchaser, CNL RP, Tenant, or their respective Affiliates: (i) Environmental Reports prepared in closing and consummating connection with the purchase and sale of the Property of such Seller Properties; (ii) the Surveys prepared pursuant hereto. Such Seller and Purchaser shall each pay one-half of any escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of Section 2.4; (iii) premiums for the title insurance premiums payable with respect policies and endorsements to be provided at the Closing pursuant to the basic owner’s title insurance policy issued by terms of this Agreement; (iv) any closing or escrow charges or other expenses payable on the Closing Date to the Title Company to Purchaser, conducting the cost of all endorsements to Purchaser’s owner’s title insurance policy Closing; (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded v) property appraisals prepared in connection with these transactions, the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 Properties pursuant heretoto this Agreement; (vi) local counsel fees incurred in connection with the consummation of the Closing in connection with the transfer of Permits pursuant to Section 4.8 or in connection with the consummating of the closing of the Financing (which fees shall be limited to those incurred in connection with usual and customary local counsel services in similar commercial real estate transactions); (vii) fees and expenses charged by any governmental entity relating to the transfer of Permits pursuant to Section 4.8 ; (viii) the third-party market assessment reports obtained by Purchaser; (ix) the third-party architectural and engineering inspection reports of the Properties obtained by the Purchaser; (x) the third-party audited Special Purpose Financing Statement for each Property obtained by Purchaser, (xi) any other separate out-of-pocket costs and expenses incurred by Sellers or Purchaser or Tenant or their respective Affiliates in connection with the consummation of the Closing or incurred in connection with the consummation of the closing of the Financing (included those of a type referred to in the preceding clauses of this paragraph), including but not limited to the fees and expenses of outside counsel of Purchaser, the Orland Park Owner, Tenant and their respective Affiliates (and outside counsel of the lender providing the Financing to the extent required by the loan documents executed by the Purchaser) in connection with the preparation and negotiation of this Agreement and all other documents and instruments in connection with the consummation of the Closing or in connection with the consummating of the Financing; and (xii) Transfer Taxes incurred on the Closing Date or in connection with the consummation of the Financing. The parties acknowledge Notwithstanding the foregoing, MI shall be responsible for the fees and expenses of the outside counsel of Sellers, MI and their respective Affiliates in connection with the preparation and negotiation of this Agreement and all other documents and instruments in connection with the consummation of the Closing. Third-Party Costs may be advanced by either Sellers or CNL Retirement Properties, Inc. or their respective Affiliates or any Affiliate of Sellers prior to the Closing (but shall be reimbursed by Purchaser to the party incurring the same at the Closing. All amounts payable by Purchaser under this Section 9.2(a) shall be paid by the Applicable Property Transferees in the event that the Closing is consummated hereunder, which amounts (i) shall be allocated to the Applicable Property Transferee if and to the extent that any amount of specifically relates only to the premium Property acquired by such Applicable Property Transferee (as is the case, for example, with respect to title insurance and Transfer Taxes) or (ii) shall be allocated among all the basic owner’s coverage Applicable Property Transferees in proportion to the amount allocation of the Purchase Price quoted among the Applicable Property Transferees set forth in Schedule I if and to the extent that any amount does not specifically relate only to the Property acquired by Chicago Title Insurance Company is $55,925.00an Applicable Property Transferee. Seller To the extent that the Third-Party Costs are known and have or shall be paid on or prior to the Closing Date, within two Business Days prior to the Closing Date, Sellers shall provide Purchaser with written notice and a copy of the calculations of any amounts due to Sellers pursuant to this Section and Purchaser shall each be entitled to receipt of fifty percent reimburse the applicable Seller on the Closing Date for such costs and expenses. No later than thirty (50%30) days after the sixth month anniversary of the Xxxxxx rebate in Closing Date, Sellers shall provide Purchaser with written notice and a copy of the amount calculations of $34,562.50 (each party’s share shall be $17,281.25) for a total base premium of $21,362.50; any amounts due to Sellers pursuant to this Section which were not paid by Purchaser on the Closing Date and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in promptly reimburse the title premiums above that amount. applicable Seller for such costs and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,expenses.

Closing Costs. Sellers Seller shall pay the attorneys’ fees of Sellers, following expenses: (a) the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to title insurance premium for the sale of such Seller’s Property, the cost Title Policy at a rate not in excess of the documentary stamps or transfer taxes imposed upon standard issue rates; (b) the conveyance of costs to obtain the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, Updated Survey; (c) one-half of the cost of title examination all closing escrow fees, including "New York Style" closing fees; and (d) Seller's legal 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 incurred in accordance connection 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”this Agreement. Purchaser shall pay the following expenses: (a) the costs of all commissions due to Purchaser’s Brokerso-called "extended coverage" in connection with, if anyor endorsements to, the Title Policy, together with the cost of any other title insurance coverage (such as lender's insurance policies); (b) one-half of the cost of all title examination closing escrow fees, including "New York Style" closing fees; (c) all costs and expenses associated with Purchaser's financing, if any; (d) Purchaser's legal fees and expenses expenses; and one(e) the Loan Payoff Fees. 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 Membership Interest or the contribution of the Property to Owner; however, if it is ever determined or alleged by a governmental agency that a Transfer Tax is owing on account of such acquisition of Membership Interest or such contribution of Property, 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-half called New York Style closing, with the concurrent delivery of the documents of title, transfer of interest, delivery of the title insurance premiums payable with respect to policy or marked-up title commitment described in Section 4.3(d) and the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection payment of the Properties (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 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 $55,925.00Cash Balance. Seller and Purchaser shall each provide any undertaking to the Title Company necessary to accommodate the New York Style Closing. In no event shall Purchaser be entitled required to receipt 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 fifty percent (50%) this Agreement, or in connection with any arbitration or mediation of any dispute, the Xxxxxx 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 Purchaser prevailing party shall be entitled to one hundred percent recover from the other party such sum as the 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 (100%including the adjudication of issues peculiar to bankruptcy law) of and in any additional rebate or reduction in the title premiums above that amountpetition for review. Seller and Purchaser Each party shall also each be entitled have the right to recover its reasonable costs and attorneys' fees incurred in collecting any sum or debt owed to it by the receipt other party, with or without litigation, if such sum or debt is not paid within fifteen (15) days following written demand therefor. The provisions of fifty percent (50%) of this Section 12 shall survive the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Closing.

Closing Costs. Sellers Seller shall pay the attorneys’ fees of Sellers, following expenses incurred in connection with the brokerage commission due Sellers’ Broker pursuant transactions described herein: (i) costs to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 obtain the Title Commitment (exclusive of endorsements thereto), one-half of the cost of endorsements to such and a standard ALTA owner’s 's title insurance policy issued by the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 Price, (ii) the costs of any endorsements to Purchaser's title insurance policy required to cure any objections to the Title Commitment or the Survey that Seller is required or has agreed to cure pursuant to Section 3.3, (iii) the cost to obtain the Survey, (iv) one-half the escrow fee charged by Chicago Title Insurance Company is $55,925.00the Escrow Company, (v) Seller's legal fees and expenses, and (vi) unless otherwise provided herein, all other closing costs customarily paid for by sellers of commercial real property in Indiana. Seller and Purchaser shall each be entitled to receipt of fifty percent pay the following expenses incurred in connection with the transactions described herein: (50%a) of the Xxxxxx rebate in the amount of $34,562.50 costs for any title endorsements (each party’s share shall be $17,281.25) for a total base premium of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share issuance of such Xxxxxx rebate shall any of same will not exceed $2,097.38,be a condition to Closing in any respect) other than endorsements required to cure any objections to the Title Commitment or the Survey that Seller is required or has agreed to cure pursuant to Section 3.3, (b) the costs to obtain a lender's policy of title insurance, if any, and all endorsements thereto, (c) the costs of any update or revisions to the Survey required by Purchaser, (d) one-half of the escrow fee charged by the Escrow Company, (e) any and all costs and expenses of consultants, engineers and other professionals engaged by Purchaser in connection with its due diligence, (f) Purchaser's legal fees and expenses, and (g) unless otherwise provided herein, all other closing costs customarily paid for by purchasers of commercial real property in Indiana.

Closing Costs. Sellers shall pay the attorneys’ (v) one-half of all documentary stamp taxes, real estate transfer fees of Sellersand taxes, the brokerage commission and other state and county taxes due Sellers’ Broker pursuant to Section 10.1 of this Agreement in connection with respect to the sale of such Seller’s Propertythe Ohio and Pennsylvania Properties, (w) all documentary stamp taxes, real estate transfer fees and taxes, and other state and county taxes due in connection with the sale of the New York Properties and the Connecticut Properties, (x) one-half of all third party costs and expenses incurred in connection with obtaining the consents of the Existing Lenders to the Debt Assumptions, including, without limitation Existing Lenders' costs, expenses and charges, applications fees, processing fees, assumption fees, Existing Lenders' attorneys' fees, Existing Lenders' consultants' fees and Existing Lenders' title insurance fees including the cost of issuing the documentary stamps or Lender's Policies (collectively, the "Assumption Costs"), (y) any costs of transferring Permits in connection with the transfer taxes imposed upon the conveyance of the Property of such SellerPremises, the cost of recording the Special Warranty Deed of such Seller, and (z) one-half of the escrow fees charged by the Title Company for acting as escrow agent. CSCP shall pay (a) one-half of all documentary stamp taxes, real estate transfer fees and taxes, and other state and county taxes due in connection with the sale of the Ohio and Pennsylvania Properties, (b) the cost of title examination fees and expenses and each Survey, (c) the cost of issuing the Owner's Policies, (d) 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 Assumption Costs, and (exclusive of endorsements thereto), one-e) 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title CompanyCompany for acting as escrow agent. Any other closing costs shall be allocated in accordance with local custom. Except as expressly provided in this Agreement, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” Sellers and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser CSCP shall pay the costs of all commissions due to Purchaser’s Brokertheir respective legal, if anyconsulting, one-half of the cost of all title examination and other professional fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded incurred in connection with these transactions, this Agreement and the attorneys’ fees transaction contemplated hereby and their respective shares of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 Properties pursuant heretoprorations as herein provided. The parties acknowledge that provisions of this Article shall survive the amount Closing or a termination 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Seller shall pay (i) the attorneys’ fees cost of Sellers, the brokerage commission due Sellers’ Broker preparing or ------------- obtaining documents or consents to be delivered by Seller to Purchaser pursuant to Section 10.1 of this Agreement with respect (specifically excluding, however, any sums paid or, to be paid to the sale franchiser as a prerequisite to the assignment of such Seller’s Propertythe Franchise), (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 transfer of the Hotel, (iii) any fees or costs incurred in order to convey the Hotel free and clear of all liens, encumbrances, conditions and exceptions other than the Permitted Exceptions, (iv) the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such SellerTitle Policy, the cost of recording the Special Warranty Deed of such Seller, one-half exclusive 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 any endorsements thereto requested 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 Xxxxxx rebatev) shall not exceed $2,996.25, and all other 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 closing fees charged fee imposed by the Title CompanyCompany and (vi) the fees and disbursements of 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 acquisition of the Hotel, (iv) the cost of any endorsements to the Title Policy, the Title Policies for the Other Hotels and any endorsements thereto, (v) one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued any escrow fee imposed by the Title Company and (vi) the fees and disbursements of its counsel. Any other expenses or charges incurred by the parties and not expressly addressed in this Agreement shall be borne by the party incurring said 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 limitation, 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, the cost 's line of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactions, the attorneys’ fees of Purchasercredit financing, and all other costs and expenses incurred as provided herein to be paid by Purchaser in Purchaser. Notwithstanding the performance of Purchaser’s due diligence inspection of the Properties (including without limitation appraisal costsforegoing, 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 entitled to receipt of fifty percent (50%) of the Xxxxxx rebate in the amount of $34,562.50 (each party’s share shall be $17,281.25) responsible for a total base premium all costs incurred solely because of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate Seller's willful misconduct or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,gross negligence.

Closing Costs. Sellers Seller shall pay the attorneys’ fees of SellersSeller, the costs of the Survey, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s PropertyAgreement, the cost of the documentary stamps or transfer taxes Real Estate Transfer Taxes (if any) imposed upon the conveyance of the Property of such SellerProperty, the cost of recording the Special Warranty Deed of such SellerDeed, one-half of the cost of title examination fees and expenses and one-half 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 basic owner’s title insurance policy issued by the Title Company to Purchaser in accordance with the Title Commitment (exclusive including the costs of the endorsements theretolisted in the first sentence of Section 3.4 of this Agreement, to the extent such endorsements are issued in Tennessee), one-half the Transfer Fee with respect to the Letter 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 Xxxxxx rebate) shall not exceed $2,996.25Credit, and all other 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-one half of any escrow closing fees charged by the Title Company, one-. Purchaser shall pay one half of any escrow closing fees charged by the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”Title Company. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s all mortgagee title insurance policy 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 (less other than the Seller’s share thereof endorsements the costs of which are the responsibility of Seller as provided set forth above), the costs of issuing and title insurance premiums for any mortgagee owner’s title insurance policy obtained by PurchaserPurchaser other than the owner’s title insurance policy issued by the Title Company in accordance with the Title Commitment, 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 Purchaser’s due diligence inspection of the Properties 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 Properties Property 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit D, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the attorneys’ fees costs of Sellersreleasing all liens, the brokerage commission due Sellers’ Broker judgments, and other encumbrances that Seller agreed to release pursuant to Section 10.1 6 above (if any) and of this Agreement recording such releases, (ii) one-half of the fees and costs due Escrow Agent for its services, (iii) the transfer tax associated with respect to the sale of such Seller’s the Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Sellerif any, and (iv) all other costs which are specifically required to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) the cost of recording the Special Warranty Deed of such Sellerdeed and any security instruments related to financing obtained by Buyer secured by the Property, (ii) 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 Xxxxxx rebate) shall not exceed $2,996.25escrow fees, and (iii) all other costs and expenses incurred which are specifically required to be paid by such Seller Buyer under this Agreement. Except as otherwise provided for in closing and consummating the purchase and sale of the Property of such Seller pursuant hereto. Such this Agreement, Seller and Purchaser shall Buyer will each pay one-half 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 escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded time in connection with these transactions, pursuing or consummating the attorneys’ fees transaction contemplated herein. Real estate taxes shall be prorated based upon the latest available tax rates. All prorations shall be calculated through escrow as of Purchaser, XXX based upon the latest available information. All credits to Buyer and all Seller shall be prorated so that Buyer is given credit 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 and Seller is given credit for the period ending on the day before the date of XXX. Any other closing costs and expenses incurred by Purchaser not specifically designated as the responsibility of either Party in the performance of Purchaser’s due diligence inspection Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the Properties (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 Properties pursuant hereto. The parties acknowledge that the amount of the premium for the basic owner’s coverage same in the amount of county where the Purchase Price quoted Property is located by Chicago Title Insurance Company is $55,925.00Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a), Seller and Purchaser Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Purchaser shall pay (or provide a credit to Seller at Closing for) all recording fees and charges associated with the attorneys’ recordation of the deeds from the SUSP I PSA Sellers to Seller for each of the Properties, other than the Transfer Taxes which are payable in accordance with Section 4.4. Seller shall pay all fees of Sellers, the brokerage commission and commissions due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale Broker (as hereinafter defined) in accordance with Section 13.1. Purchaser shall provide a credit to Seller at Closing for (i) the actual costs of such Seller’s Propertyall property zoning reports that were prepared on or after August 1, the cost 2014 for each of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such SellerProperties, the cost of recording the Special Warranty Deed of such Seller(ii) all actual title insurance premiums, one-half of the cost of title endorsements, title examination fees and expenses survey costs incurred by Seller or SUSP I PSA Sellers in connection with the SUSP I PSA, that Seller is obligated to, and one-half actually does, reimburse SUSP I PSA Sellers for under the SUSP I PSA, for each of the title insurance premiums Properties, (iii) $61,166.67 for the basic owner’s title insurance policy issued by property condition reports and the Title Company Phase I environmental reports in respect of the Properties that were prepared on or after August 1, 2014 and delivered to Purchaser in accordance prior to the date of this Agreement (the “Environmental Reports” and together with the Title Commitment (exclusive of endorsements theretoCommitments, the property condition reports, the property zoning reports and the Surveys, collectively the “Reports”), one-half and (iv) the lesser of (a) 50% of Seller's actual legal fees and costs in connection with the negotiation and execution of the cost SUSP I PSA, as well as the consummation of endorsements the transactions contemplated thereby or (b) $160,000.00. Except as otherwise explicitly set out in this Agreement, all other costs, fees, expenses and charges of any kind incident to such owner’s title insurance policy issued by the Title Company sale and conveyance of the Membership Interests from Seller to Purchaser, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactions, the including attorneys’ fees of Purchaserand consultants’ fees, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in borne by the title premiums above that amount. Seller and Purchaser shall also each be entitled to party incurring the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,same.

Closing Costs. Sellers Buyer shall pay the following costs and expenses associated with the following: (a) all costs of Buyer’s Due Diligence, including fees due its consultants and attorneys, (b) all lenders’ fees of Sellersrelated to any financing to be obtained by Buyer, (c) all recording and filing charges in connection with the brokerage instruments by which Seller conveys the Property, (d) the commission due Sellers’ Broker pursuant Buyer’s Broker, (e) one half of all escrow or closing charges, (f) all premiums and charges of the Title Company for the Title Commitment and the Owner’s Title Policy (including endorsements), and (g) the cost of the Survey (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, (ii) all fees due its attorneys, (iii) all costs incurred in connection with causing the Title Company to Section 10.1 Remove any Required Removal Exceptions, (iv) one half of all escrow or closing charges, (v) all transfer taxes, sales taxes, documentary stamp taxes and similar charges, if any, applicable to the transfer of the Property to Buyer (but not with respect to any financing to be obtained by Buyer), and (vi) any real estate brokerage commissions established on or before the date of this Agreement but due and payable post-Closing with respect to the sale of such Seller’s Property, Required Lease with the cost Required Tenant (the “Established Brokerage Commissions”). The obligations of the documentary stamps parties under this Section 6.5 shall survive the Closing (and not be merged therein) or transfer taxes imposed upon the conveyance any earlier termination of the Property of such Sellerthis Agreement. In addition, the cost of recording the Special Warranty Deed of such SellerSeller agrees to hold harmless and indemnify Buyer from and against any and all Liabilities (including reasonable attorneys’ fees, 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 Xxxxxx rebatedisbursements) shall not exceed $2,996.25, and all other costs and expenses suffered or 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 Buyer as a result of any escrow closing fees charged claims for Established Brokerage Commissions by the Title Company, one-half of the cost any party claiming to have represented Seller or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Required Tenant.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the attorneys’ fees costs of Sellersreleasing any liens, judgments, and other encumbrances that are to be released per the brokerage commission due Sellers’ Broker pursuant to Section 10.1 terms of this Agreement and of recording such releases, (ii) one-half the fees and costs due Escrow Agent for its services, (iii) the Grantor’s tax (state and local) associated with respect to the sale of such Seller’s the Property, if any, and (iv) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) the cost of the documentary stamps or transfer taxes imposed upon Survey, (iii) the conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, one-half of the cost of title examination fees Grantee’s tax (state 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 local) associated 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s BrokerProperty, if any, one-half of (iv) the cost of all a standard coverage owner’s policy of title examination fees and expenses and one-half of insurance, (v) the title insurance premiums payable with respect cost for extended coverage to the basic owner’s policy of title insurance policy issued by the Title Company to Purchaserinsurance, (vi) the cost of all endorsements to Purchaser’s such owner’s policy of title insurance requested by Buyer, (vii) the cost of any lender’s policy of title insurance, and (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, viii) all other recording fees on all instruments costs to be recorded paid by Buyer 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 these transactionspursuing or consummating the transaction contemplated herein. Except to the extent paid directly by Tenant under the Lease, real estate taxes shall be prorated as of the attorneys’ fees XXX based upon the most currently available final tax xxxx on a cash basis for the calendar year in which the XXX occurs, regardless of Purchaserthe year for which such taxes are assessed. All other prorations shall be calculated through escrow as of XXX 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 all 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 and Seller shall be similarly prorated. Any other closing costs and expenses incurred by Purchaser not specifically designated as the responsibility of either Party in the performance of Purchaser’s due diligence inspection Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the Properties (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 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 same by Chicago Title Insurance Company is $55,925.00Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a), Seller and Purchaser Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers shall Seller will pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, (a) 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, documentary stamps taxes, mansion taxes, recording charges, and other such fees or transfer taxes imposed upon charges associated with the sale and conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, one-half of the cost of title examination fees Property; 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 Xxxxxx rebatee) shall not exceed $2,996.25, and all other costs and expenses incurred to be paid by such Seller in closing and consummating the purchase and sale of the Property of such Seller pursuant heretounder this Agreement. Such Seller and Purchaser shall each Buyer will pay one-half of (i) any escrow closing fees charged additional cost for a lender’s title policy, if required by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of Buyer; (ii) the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, Survey; (iii) one-half of the cost of all title examination fees and expenses costs due Escrow Agent for its services; and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, iv) all other recording fees on all instruments costs to be recorded 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 these transactions, pursuing or consummating the attorneys’ fees transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of Purchaser, either Party in this Agreement will be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent for the Property’s locale. Seller agrees that all other closing costs and expenses incurred charges payable by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 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 may be entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the deducted from Seller’s share proceeds otherwise payable to Seller at Closing. Buyer will deposit with Escrow Agent sufficient cash to pay all of such Xxxxxx rebate shall not exceed $2,097.38,Buyer’s closing costs and charges.

Closing Costs. Sellers Purchaser shall pay for (i) any charges for any extended coverage and/or the attorneys’ fees Special Endorsements; (ii) the costs of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost Purchaser's inspections of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, Property; (iii) the cost of recording the Special Warranty Deed said special warranty deed and other instruments 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 conveyance; (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 Xxxxxx rebateiv) shall not exceed $2,996.25, and all other 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 closing fees charged fee, not to exceed TWO HUNDRED FIFTY AND 00/100 DOLLARS ($250.00); (v) the costs of the appraisals and environmental reports relating to the Property to the extent provided in Section 8 above; (vi) the costs of the As-Built Survey relating to the Property to the extent provided in Section 6 above; and (vi) any other costs customarily paid by purchasers of similar property. Seller shall pay for (i) documentary stamp taxes or any other state, county and/or local transfer taxes required to be paid with respect to the special warranty deeds, if any; (ii) the cost of recording any corrective title instruments; (iii) the premiums for the owner's title insurance policy to be issued pursuant to the updated Title Commitment, excluding any charges for any extended coverage and/or the Special Endorsements to the title insurance policies which shall be paid by Purchaser; (iv) costs to remove, or costs of endorsements providing insurance coverage over any Title/Survey Objection or New Title/Survey Exception; (v) the costs of the appraisals, and environmental reports relating to the Property to the extent provided in Section 8 above; (vi) the costs of the As-Built Survey relating to the Property to the extent provided in Section 6 above; (vii) the costs of the Title Company, Commitments (including all updates thereof) and the Survey of the Property; (viii) one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” any escrow fee, not to exceed TWO HUNDRED FIFTY AND 00/100 DOLLARS ($250.00); and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactions, the attorneys’ fees of Purchaser, and all ix)any other costs STORE NO. 2630 customarily paid by sellers of similar Property. Each of Purchaser and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,bear its own attorneys' fees.

Closing Costs. Sellers Seller shall pay the attorneys’ fees following costs in connection with the Closing: (i) one-half of Sellers, the brokerage commission due Sellers’ Broker pursuant documentary/transfer tax stamps required to Section 10.1 of this Agreement with respect be affixed to the sale Deed, (ii) the cost for release of such any security interests and mortgages affecting the Property to the extent securing indebtedness incurred or assumed by Seller’s Property, (iii) the cost of the documentary stamps or transfer taxes imposed upon the conveyance Title Commitment and base Title Policy (any special endorsements requested by Purchaser shall be paid for by Purchaser), (iv) one-half of the Property of such SellerTitle Company agent’s closing fee, the cost of recording the Special Warranty Deed of such Seller, (v) one-half of the cost incurred by the Title Company’s agent for Deed preparation cost, (vi) one-half of Title Company agent’s abstract/title examination search fee, (vii) one half of the Escrow Agent fee, (viii) any finder’s or broker’s fees incurred by Seller, and expenses and (ix) Seller’s attorney’s fees. Purchaser shall pay the following costs in connection with the Closing: (i) one-half of the title insurance premiums for documentary/transfer tax stamps required to be affixed to the basic owner’s title insurance policy issued Deed, (ii) the cost of the Survey if obtained by the Purchaser (or update to any prior survey, if update requested by Purchaser), (iii) one-half of Title Company to Purchaser in accordance with the Title Commitment agent’s closing fee, (exclusive of endorsements thereto), iv) one-half of the cost of endorsements to such owner’s title insurance policy issued incurred by the Title Company to PurchaserCompany’s agent for Deed preparation cost, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebatev) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title CompanyCompany agent’s abstract/title search fee, one-(vi) one half of the Escrow Agent fee, (vii) Closing costs related to Purchaser’s financing, including cost of mortgagee’s title policy, and cost incurred or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of fees charged for loan assumption, (viii) the cost of recording the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s BrokerDeed, if any, one-half of (ix) the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect any special endorsements to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained Commitment/Title Policy requested by Purchaser, all other recording (x) any finder’s or broker’s fees on all instruments to be recorded in connection with these transactions, the attorneys’ fees of incurred by Purchaser, and all other costs and expenses incurred by Purchaser in the performance of (xi) Purchaser’s due diligence inspection of the Properties (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 Properties pursuant hereto. The parties acknowledge that the amount of the premium for the basic ownerattorney’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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,fees.

Closing Costs. Sellers Except as is explicitly provided in this Agreement, each party hereto shall pay its own legal fees and expenses. Xxxxxxxx shall pay for the attorneys’ costs associated with the releases of any deeds of trust, mortgages and other financing encumbering the Property that Xxxxxxxx is to cause to be released pursuant to this Agreement and for any costs associated with any corrective instruments. Xxxxxxxx shall pay all costs for title searches, tax certificates and all premiums for the issuance of the Title Policy; all costs of providing the matters described in SECTIONS 2.4(b) AND (d) to Brandywine OP; and one-half (1/2) of any escrow fees or similar charges of Sellersthe Escrow Agent. PPL shall pay all costs payable to the Shareholders in connection with the assignment to Brandywine OP (or its designee) of the shares of common stock in each of Southpoint Inc. or Valleybrooke Inc. described in SECTION 5.1(l) hereof. Brandywine OP shall pay one-half (1/2) of any escrow fees or similar charges of the Escrow Agent. Xxxxxxxx shall pay all prepayment penalties and other costs and expenses payable in connection with debt which Xxxxxxxx is required to prepay on the Closing Date, and Xxxxxxxx shall pay all debt transfer and similar fees associated with the Existing Notes and the Existing Liens and the premium for a downdate endorsement to loan policies issued to the holders of the Existing Notes if such endorsements are required by such holders. Xxxxxxxx shall pay all assessments levied or pending against the Property as of the Closing Date. To the extent that state and local transfer taxes or stamps are imposed in connection with the transactions under this Agreement for any reason whatsoever, the brokerage commission due Sellers’ Broker cost of such taxes or stamps shall be borne one-half by Brandywine OP and one-half by Xxxxxxxx, except that Brandywine OP shall be solely responsible for such transfer taxes if it elects to exercise its call right under any of the Put/Call Agreements prior to the date that is three (3) years and one (1) day following the Closing Date. Brandywine OP shall pay for the premium for the Title Policy in excess of the sums payable by Xxxxxxxx pursuant to Section 10.1 of this Agreement SECTION 7.5. All other expenses incurred by Xxxxxxxx or Brandywine OP with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, one-half of the cost of title examination fees Closing shall be borne and expenses and one-half of the title insurance premiums paid for the basic owner’s title insurance policy issued exclusively by the Title Company to Purchaser in accordance with the Title Commitment (exclusive of endorsements thereto)party incurring same, one-half of the cost of endorsements to such owner’s title insurance policy issued by the Title Company to Purchaserwithout reimbursement, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect except to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as extent otherwise specifically provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,herein.

Closing Costs. Sellers Seller shall pay (a) 50% of all title insurance costs including the attorneys’ 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 Sellersother consultants incurred by Seller, (f) 50% of all costs and expenses and fees of the brokerage commission due Sellers’ Broker pursuant 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 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 Section 10.1 of this Agreement with respect cure any Title Objections that Seller has elected to the sale of such Cure in Seller’s PropertyTitle Notice, which shall be paid 100% by Seller), (ii) the cost of the Updated Surveys; (iii) 50% of all documentary stamps or transfer taxes, all other transfer taxes and/or stamp taxes imposed upon by the conveyance 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 transactions herein contemplated, (v) 50% of all Loan Assumption Costs, (vi) all costs of the Property Investigations, including fees due Buyer’s consultants and attorneys, (vii) recording costs; (viii) all legal and professional fees and fees of such Sellerother consultants incurred by Buyer, (ix) all taxes payable on the cost of recording the Special Warranty Deed of such Seller, one-half transfer of the cost Tangible Personal Property and Intangible Personal Property to Buyer, (x) 50% of title examination fees all costs and expenses and one-half fees of the title insurance premiums for Issuing Bank in connection with obtaining the basic owner’s title insurance policy issued by the Title Company to Purchaser Buyer Letters of Credit, and (xi) one‑half (1/2) of all escrow fees and escrow costs. Any other closing costs and expenses shall be allocated between Buyer and Seller in accordance with the Title Commitment (exclusive of endorsements thereto), one-half customary practice of the cost of endorsements to such owner’s title insurance policy issued by county where the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other costs and expenses incurred by such Seller in closing and consummating the purchase and sale of the Property of such Seller pursuant heretoapplicable Development is located. Such Seller and Purchaser shall each pay one-half of any escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof and Buyer’s closing costs will be funded in cash at Closing and will not be an adjustment to or otherwise reduce or increase the Exchange Consideration as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Section 3.1 hereof.

Closing Costs. Sellers Seller shall pay be responsible for the attorneys’ fees payment of Sellersthe premium and taxes for the standard form owners title policy described in Section 5.2, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 recording fees for any partial releases of this Agreement with respect to the sale of such Seller’s Propertymortgages, any broker’s commission to which Seller has agreed in writing, the real estate excise tax, and one-half (1/2) of the standard Escrow fee (less any developer’s discount). Buyer shall be responsible for any additional cost of title insurance, the documentary stamps or transfer taxes imposed upon recording fee for the conveyance Deed, the next month’s assessment for the Unit if applicable, a pro rata share of the Property of such Seller, the cost of recording the Special Warranty Deed of such Sellercurrent month’s assessment if applicable, one-half (1/2) of the cost of title examination fees standard Escrow fee, and all fees, costs and expenses and one-half of in connection with Buyer’s loan, if any, including the premium for any mortgagee’s title insurance premiums policy. These cost allocations are shown on the table below. Seller Costs Buyer Costs Premium for standard owner’s title policy Cost of homeowner’s form of coverage, any additional coverage, and any title endorsements Recording fees for any partial releases of mortgages Recording fee for Deed Broker’s commission Next month’s assessment for Unit and pro rata share of current month’s assessment, if applicable Real estate excise tax Costs related to Buyer’s loan, including the basic ownerpremium for any mortgagee’s title insurance policy issued by the Title Company to Purchaser in accordance with the Title Commitment (exclusive Seller’s portion of endorsements thereto), oneEscrow fee One-half of standard Escrow fee The standard Escrow fee shall be divided equally between the cost parties, but any developer’s discount shall be credited only to Seller. Buyer acknowledges that any assessments set forth in the Public Offering Statement are estimates only and that they may be changed prior to and after the Close of endorsements Escrow. The estimates for assessments are based on certain assumptions regarding costs, including an assumed inflation factor, which assumptions may prove to such owner’s title insurance policy issued by be inaccurate. Xxxxxxxx for separately charged utilities serving the Title Company to Purchaser, provided that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s BrokerUnit, if any, one-half shall be prorated between the parties hereto as of the cost of all title examination fees and expenses and one-half Closing Date. Each party waives any requirement of the title insurance premiums payable with respect Escrow Holder to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded in connection with these transactions, the otherwise prorate utility charges. Each party shall pay its own attorneys’ fees relating to the Close of PurchaserEscrow, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 Properties pursuant heretoif applicable. 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser Buyer shall also each be entitled to pay the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,initial capital contribution set forth in Section 6.3.

Closing Costs. Buyer and the Sellers shall each pay their own legal fees related to the preparation of this Agreement and all documents required to settle the transactions contemplated hereby, and Sellers shall pay the attorneys’ legal fees of Sellersthe Existing Lender in connection with the Loan Assumption. Buyer and Sellers acknowledge and agree that the costs of (i) transfer taxes, the brokerage commission due Sellers’ Broker pursuant (ii) owner’s title insurance premiums, (iii) endorsements to Section 10.1 of this Agreement 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 sale Loan Assumption, which costs shall be 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 Seller’s 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 otherwise provided herein, the Sellers shall pay (1) the cost of the documentary stamps Title Company to issue any new title policies for the Existing Lender, bring-down endorsements for the Existing Lender, and/or other title endorsements required by the Existing Lender in connection with the Loan Assumption, (2) all transfer, assumption or transfer taxes imposed upon waiver fees associated with any ground lessor, association, declarant or easement holder that holds any right in the conveyance of the Property of such SellerProperty, and (3) any Loan Assumption Related Fees. Buyer and 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 Special Warranty Deed of such Seller, one-half custom of the cost of local jurisdiction in which the Property is located. Buyer and Sellers further agree and acknowledge that in the event new title examination fees and expenses and one-half of policies are issued to Existing Lender in connection with the title insurance premiums for Loan Assumption, then the basic owner’s title insurance policy issued simultaneous issuance rate customarily charged 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect be attributed solely to the basic ownerExisting Lender’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance mortgage policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx rebate in the amount of $34,562.50 (each party’s share payable shall be $17,281.25) for a total base premium of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements attributed to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,).

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the attorneys’ costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees of Sellersand costs due Escrow Agent for its services, (iii) the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement transfer tax associated with respect to the sale of such Seller’s Propertythe Properties, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Sellerif any, 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 Xxxxxx rebateiv) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”Surveys, and (v) all other costs to be paid by Seller under this Agreement. Purchaser At XXX, Buyer shall pay (i) one-half the fees and costs of all commissions due to Purchaser’s BrokerEscrow Agent for its services, if any, (ii) one-half of the cost of all title examination fees the Surveys and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, iii) all other recording fees on all instruments costs to be recorded paid by Buyer 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 these transactionspursuing or consummating the transaction contemplated herein. Real estate taxes are paid directly by the Tenant under the terms of the Leases and shall not be prorated at XXX. All prorations shall be calculated through escrow as of XXX 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. If XXX is on or after the 20th day of the calendar month in which XXX occurs, the attorneys’ fees monthly base rent due to Buyer under the terms of Purchaserthe Leases for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (and, and all in 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 and expenses incurred by Purchaser not specifically designated as the responsibility of either Party in the performance of Purchaser’s due diligence inspection Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the Properties (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 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 same by Chicago Title Insurance Company is $55,925.00Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23(a), Seller and Purchaser Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers shall pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 pay, on the Closing Date, (a) one-half of any escrow closing fees charged by 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 CompanyCommitments (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, on the Closing Date, (i) any recording or filing fees necessary to remove any (A) Unacceptable Encumbrances which Seller is obligated or agreed to remove under the terms of this Agreement and (B) any Required Clearance Exceptions, (ii) any documentary stamp, recordation or transfer tax related to the conveyance of title to the Property as set forth on Exhibit “P”, (iii) any recording or filing fees necessary to record each of the Deed and Affidavit of Property Value with respect to the Tempe Land, (iv) one-half of any escrow fees of the cost or Escrow Agent, (v) all costs relating to the most recent Existing Environmental Reports listed premiums for the Title Policy as set forth on the attached Exhibit “E” S”, and one-half (vi) the fees of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,counsel.

Closing Costs. Sellers shall pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Closing Costs 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 to Qualified Homebuyer; The NSP3 Loan less Development Subsidy, Homebuyer Subsidy and Purchaser Closing Costs shall each pay one-half of any escrow closing fees charged by be repaid to COUNTY upon the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 Properties pursuant heretoProperty. The parties acknowledge that Upon the amount repayment of the premium 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 to be delivered to 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 (“Second Mortgage Loan”), and to require its repayment if the Property is no longer the principal residence and upon sale, rental, refinance, conveyance, transfer or change in title of the Property prior to the expiration of the affordability period. Sale, rental, refinance, conveyance, transfer or change in title of the 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 date of execution of the NSP3 Loan Agreement. In any action commenced to enforce the obligation of the Borrower to pay principal and interest under the Note, the obligations hereunder shall be non-recourse to the Borrower and the judgment shall not be enforceable personally against the Borrower, Borrower’s partners, or the Borrower’s assets, and the recourse of COUNTY for the basic owner’s coverage collection of such amounts shall be limited to actions against the Property described in the amount 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 Purchase Price quoted by Chicago Title Insurance Company is $55,925.00holder of this Note. Seller Principal and Purchaser shall each be entitled to receipt of fifty percent (50%) interest are payable in lawful money of the Xxxxxx rebate United States. If action be instituted on this Note, the undersigned promises to pay such sums as the Court may fix as attorney’s fees. (SIGNATURES ON NEXT PAGE) BY SIGNING BELOW, the Borrower accepts and agrees to the terms contained in this Promissory Note. BORROWER: Housing Authority of the County of Riverside a public entity, corporate and politic in the amount State of $34,562.50 (each party’s share shall be $17,281.25) for a total base premium California By: Jefff Stone, Chairman Board of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) Commissioners Date: ATTEST: XXXXX XXXXXX-IHEM Clerk of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policyBoard By: Deputy APPROVED AS TO FORM: XXXXXXX X. XXXXXXX, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,County Counsel By: Jhaila X. Xxxxx, Deputy County Counsel EXHIBIT “D” RIVERSIDE COUNTY ECONOMIC DEVELOPMENT AGENCY

Closing Costs. Sellers Seller shall pay the attorneys’ fees of Sellers, following expenses: (a) the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to title insurance premium for the sale of such Seller’s Property, the cost Title Policy at a rate not in excess of the documentary stamps or transfer taxes imposed upon standard issue rates; (b) the conveyance of costs to obtain the Property of such Seller, the cost of recording the Special Warranty Deed of such Seller, Updated Survey; (c) one-half of the cost of title examination all closing escrow fees, including "New York Style" closing fees; and (d) Seller's legal 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 incurred in accordance connection 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”this Agreement. Purchaser shall pay the following expenses: (a) the costs of all commissions due to Purchaser’s Brokerso-called "extended coverage" in connection with, if anyor endorsements to, the Title Policy, together with the cost of any other title insurance coverage (such as lender's insurance policies); (b) one-half of the cost of all title examination 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 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 onethe 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-half called New York Style closing, with the concurrent delivery of the documents of title, transfer of interest, delivery of the title insurance premiums payable with respect to policy or marked-up title commitment described in Section 4.3(d) and the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection payment of the Properties (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 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 $55,925.00Cash Balance. Seller and Purchaser shall each provide any undertaking to the Title Company necessary to accommodate the New York Style Closing. In no event shall Purchaser be entitled required to receipt 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 fifty percent (50%) this Agreement, or in connection with any arbitration or mediation of any dispute, the Xxxxxx 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 Purchaser prevailing party shall be entitled to one hundred percent recover from the other party such sum as the 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 (100%including the adjudication of issues peculiar to bankruptcy law) of and in any additional rebate or reduction in the title premiums above that amountpetition for review. Seller and Purchaser Each party shall also each be entitled have the right to recover its reasonable costs and attorneys' fees incurred in collecting any sum or debt owed to it by the receipt other party, with or without litigation, if such sum or debt is not paid within fifteen (15) days following written demand therefor. The provisions of fifty percent (50%) of this Section 12 shall survive the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Closing.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit G, and by this reference incorporated herein (the "Escrow Instructions"). At XXX, Seller shall pay (i) the attorneys’ costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half the fees of Sellersand costs due Escrow Agent for its services (the remaining one-half to be paid by Buyer), (iii) the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement transfer tax associated with respect to the sale of such Seller’s the Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, iv) all other recording fees on all instruments costs to be recorded 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 these transactionspursuing 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 XXX based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the attorneys’ fees period beginning with and including the date on which the closing occurs through and including the last day of Purchaser, and all the month in which the closing occurs. All other credits to Buyer shall be similarly prorated. Any other closing costs and expenses incurred by Purchaser not specifically designated as the responsibility of either Party in the performance of Purchaser’s due diligence inspection Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the Properties (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 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 same by Chicago Title Insurance Company is $55,925.00Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer's closing costs. Except as provided in this Section 24(a), Seller and Purchaser Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the attorneys’ 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 Property), (ii) one-half the fees of Sellersand costs due Escrow Agent for its services, (iii) the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement transfer tax or excise tax associated with respect to the sale of such Seller’s the Property, if any; and (iv) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such SellerSurvey, (iii) the cost of recording the Special Warranty Deed of such Seller, one-half of Report and 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 policies and endorsements requested by Buyer and its lender, if applicable; and (iv) all other costs to be paid by Buyer 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 Title Company to Purchaser 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 Title Commitment (exclusive of endorsements thereto), one-half provisions of the cost Lease. All prorations shall be calculated through escrow as of endorsements XXX based upon the latest available information, including, without limitation, a credit to such owner’s title insurance policy issued Buyer for any rent prepaid by Tenant for the Title Company to Purchaser, provided that Sellers’ share period beginning with 21 and including the date on which the closing occurs through and including the last day of the cost month in which the closing occurs. All other credits and debits (e.g. in the event of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost prepaid utilities or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Brokerexpenses, if any, one-half paid by Seller as landlord under the Lease) to Buyer shall be similarly prorated. If XXX is on or after the 20th day of the cost of all title examination fees and expenses and one-half calendar month in which XXX occurs, the monthly base rent due to Buyer under the terms of the title insurance premiums payable with respect Lease for the full calendar month of the month following the day on which XXX occurs (the “Initial Rent”) shall be credited to Buyer at XXX (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 basic owner’s title insurance policy issued usual and customary allocation of the same by the Title Company to Purchaser, the cost of Escrow Agent. Seller agrees that all endorsements to Purchaser’s owner’s title insurance policy (less the closing costs payable by Seller shall be deducted from Seller’s share thereof proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided abovein this Section 23(a), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit E, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the attorneys’ costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases (ii) one-half the fees of Sellersand costs due Escrow Agent for its closing services, (iii) the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement transfer tax associated with respect to the sale of such Seller’s the Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, and (iv) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchasercosts due Escrow Agent for its services, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, ii) all other recording fees on all instruments costs to be recorded paid by Buyer 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 these transactionspursuing or consummating the transaction contemplated herein. If not paid in full by the Tenant as of the date of XXX, real estate taxes shall be prorated based upon the attorneys’ fees current valuation and latest available tax rates. The rent proration shall be calculated through escrow as of PurchaserXXX 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 all 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 and expenses incurred by Purchaser not specifically designated as the responsibility of either Party in the performance of Purchaser’s due diligence inspection Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the Properties (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 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 same by Chicago Title Insurance Company is $55,925.00Escrow Agent. Seller agrees that all closing costs payable by Seller ·shall be deducted from Seller’s proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 25(a), Seller and Purchaser Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit G, and by this reference incorporated herein (the “Escrow Instructions”). At XXX, Seller shall pay (i) the attorneys’ fees costs of Sellersreleasing all liens, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 judgments, and other encumbrances originated by Seller and of this Agreement recording such releases, (ii) any recordation and transfer taxes associated with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the and conveyance of the Property Properties and the recording of such the Deeds, which, as determined by Escrow Agent, are paid by sellers by local law or custom, (iii) Seller’s portion of the title premium as provided in Section 6, the cost of recording the Special Warranty Deed of such Seller, (iv) one-half of the cost of title examination fees and expenses and costs of the Escrow Agent which shall be $300 per Property, (v) all other costs to be paid by Seller under this Agreement. At XXX, Buyer shall pay (i) one-half of the title insurance premiums fees and costs due Escrow Agent for the basic owner’s title insurance policy issued by the Title Company to Purchaser in accordance its services which shall be $300 per Property, (ii) any recordation and transfer taxes associated with the Title Commitment (exclusive of endorsements thereto), one-half sale and conveyance of the cost of endorsements to such owner’s title insurance policy issued by Properties and the Title Company to Purchaser, provided that Sellers’ share recording of the cost Deeds, which, as determined by Escrow Agent, are paid by buyers by local law or custom, (iii) Buyer’s portion of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25the title premium as provided in Section 6, and (iv) all other costs and expenses incurred to be paid by such Seller Buyer under this Agreement. Except as otherwise provided for in closing and consummating the purchase and sale of the Property of such Seller pursuant hereto. Such this Agreement, Seller and Purchaser shall Buyer will each pay one-half 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 escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded time in connection with these transactions, pursuing or consummating the attorneys’ fees transaction. Any other closing costs not specifically designated as the responsibility of Purchaser, and all other costs and expenses incurred by Purchaser either Party in the performance of Purchaser’s due diligence inspection Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the Properties (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 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 same by Chicago Title Insurance Company is $55,925.00Escrow Agent. Seller and Purchaser shall each be entitled to receipt of fifty percent (50%) of the Xxxxxx rebate in the amount of $34,562.50 (each party’s share agrees that all closing costs payable by Seller shall be $17,281.25) for a total base premium of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the deducted from Seller’s share proceeds otherwise payable to Seller at XXX. Buyer shall deposit with Escrow Agent sufficient cash to pay all of such Xxxxxx rebate shall not exceed $2,097.38,Buyer’s closing costs.

Closing Costs. Sellers shall pay the attorneys’ fees of SellersAt each Closing, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale Sites that are the subject of such Seller’s PropertyClosing, Seller will pay (a) 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) 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 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) all Loan Prepayment Costs applicable to any Loans being prepaid as part of the subject Closing, as provided in Section 1.9 above; (e) its own legal fees and fees for advisory services in connection herewith; (f) the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such affirmative insurance as required by this Agreement to be paid by Seller, ; (g) the cost of recording the Special Warranty Deed of Deeds and any other Closing Documents to the extent such Seller, one-half of costs are customarily paid by sellers in the cost of title examination fees applicable jurisdiction in which such Site is located 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 Xxxxxx rebateh) shall not exceed $2,996.25, and all other costs and expenses incurred by such this Agreement expressly requires Seller in closing and consummating the purchase and sale to pay. If, pursuant to Section 1.2, Seller elects to receive any OP Units or AFIN Common Stock as part of the Property Purchase Price, then Seller shall also pay or cause to be paid, and shall indemnify and hold harmless Buyer and its affiliates from and against, any additional Taxes incurred with respect to any sale, exchange or other disposition of such Seller pursuant hereto. Such Seller and Purchaser shall each pay one-half OP Units or AFIN Common Stock or of any escrow closing fees charged by units of partnership interest in AFIN Buyer into which the Title CompanyOP Units are converted or any AFIN Common Stock for which any such OP Units are exchanged. At each Closing, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s Sites that are the subject of such Closing, Buyer will pay (i) all title insurance policy issued costs and charges, including any costs for standard coverage, extended coverage, title endorsements, lender policies or other coverage requested by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy Buyer (less the Seller’s share thereof except as provided set forth in clause (f) above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,;

Closing Costs. Sellers Except as otherwise expressly provided herein, Seller shall pay pay, on the attorneys’ Closing Date (i) one half (1/2) of any escrow fees and other customary charges of Sellersthe Title Company, (ii) the brokerage commission due Sellers’ Broker pursuant to title insurance premium for the base Owner’s Policy (as defined in Section 10.1 6.5(b)), and (iii) all transfer taxes. Purchaser shall pay, on the Closing Date, (i) the cost of this Agreement with respect to any endorsements or additional coverage over the sale of such Sellerbase Owner’s PropertyPolicy, (ii) the cost of the documentary stamps or transfer Survey, (iii) all recording costs, (iv) taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due related to Purchaser’s Brokerdeed to secure debt, if any, one-and (v) and one half (1/2) of any escrow fees and other customary charges of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to PurchaserCompany. Except as otherwise provided herein, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the each party shall pay its own attorneys’ fees. Seller’s share thereof Obligations at the Closing. At the Closing, or at such other time as provided above)indicated below, Seller shall deliver to Purchaser the costs of issuing following: Deed. A Limited Warranty Deed (the “Deed”) conveying the Land and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments the Improvements 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 form attached to this Agreement as Exhibit B. Title Policy. Within a reasonable period of Purchasertime following Closing, an Owner’s due diligence inspection Policy of Title Insurance in ALTA standard form (the Properties (including without limitation appraisal costs“Owner’s Policy”), environmental audit and assessment costsnaming Purchaser as insured, 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 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 be a condition precedent to Purchaser’s Closing obligations pursuant to this Agreement. Evidence of Authority. Such organizational and authorizing documents of Seller as shall be reasonably required by Chicago the Title Insurance Company to evidence Seller’s authority to consummate the transactions contemplated by this Agreement. Foreign Person. An affidavit of Seller certifying that Seller is $55,925.00. Seller and Purchaser shall each be entitled to receipt of fifty percent (50%) of the Xxxxxx rebate not a “foreign person,” as defined in the amount federal Foreign Investment in Real Property Tax Act of $34,562.50 (each party’s share shall be $17,281.25) for a total base premium of $21,362.50; 1980, and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy1984 Tax Reform Act, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,as amended.

Closing Costs. Sellers Seller shall pay any documentary transfer tax due in connection with the attorneys’ fees consummation of Sellersthe transaction contemplated herein, the brokerage commission due Sellers’ Broker premium for the Title Policy (including the cost of title curative endorsements which Seller elects to obtain pursuant to Section 10.1 of this Agreement with respect 4 above) equal to the sale amount of such Seller’s 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 documentary stamps or transfer taxes imposed upon the conveyance endorsements described in Section 9(a)(ii) above), any reinsurance of the Property risk covered by the Title Policy, all costs of such Sellerthe Survey up to $17,100 plus any costs of altering or updating the Survey to satisfy requirements of Purchaser's lender, the cost of fee for recording the Special Warranty Deed of such Seller, one-half of and any other documents Purchaser elects to record in 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 Xxxxxx rebate) shall not exceed $2,996.25Official Records, and fifty percent (50%) of all other costs escrow and expenses incurred by such Seller in closing and consummating costs. Each party shall bear the purchase and expense of its own counsel. If the sale of the Property contemplated hereunder does not occur because of such Seller pursuant hereto. Such a default by Purchaser, all escrow cancellation and title fees shall be paid by Purchaser; if the sale of the Property does not occur because of a default by Seller, all escrow cancellation and title fees shall be paid by Seller; if the sale of the Property contemplated hereunder does not occur because of the 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 any the escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing cancellation and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,fees.

Closing Costs. Sellers (a) All Third-Party Costs (hereinafter defined) shall pay the attorneys’ fees of Sellersbe borne one hundred percent (100%) by Purchaser. As used herein, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to term "Third-Party Costs" shall include the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other following costs and expenses which are incurred by such Seller Seller, Tenant, Purchaser, or their respective Affiliates: (i) Environmental Reports prepared in closing and consummating connection with the purchase and sale of the Property of such Seller Properties; (ii) the Surveys prepared pursuant hereto. Such Seller and Purchaser shall each pay one-half of any escrow closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of Section 2.4; (iii) premiums for the title insurance premiums payable with respect policies and endorsements to be provided at the Closing pursuant to the basic owner’s title insurance policy issued by terms of this Agreement; (iv) any closing or escrow charges or other expenses payable on the Closing Date to the Title Company to Purchaser, conducting the cost of all endorsements to Purchaser’s owner’s title insurance policy Closing; (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded v) property appraisals prepared in connection with these transactions, the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 Properties pursuant heretoto this Agreement; (vi) local counsel fees incurred in connection with the consummation of the Closing in connection with the transfer of Permits pursuant to Section 4.6 or in connection with the consummating of the closing of the Financing (which fees shall be limited to those incurred in connection with usual and customary local counsel services in similar commercial real estate transactions); (vii) fees and expenses charged by any governmental entity relating to obtaining the Permits pursuant to Section 4.6 ; (viii) the third-party market assessment reports obtained by Purchaser; (ix) the third-party architectural and engineering inspection reports of the Properties obtained by the Purchaser; (x) the third-party audited Special Purpose Financing Statement for each Property obtained by Purchaser, (xi) any other separate out-of-pocket costs and expenses incurred by Seller or Purchaser or Tenant or their respective Affiliates in connection with the consummation of the Closing or incurred in connection with the consummation of the closing of the Financing (included those of a type referred to in the preceding clauses of this paragraph), including but not limited to the fees and expenses of outside counsel of Purchaser and its Affiliates (and outside counsel of the lender providing the Financing to the extent required by the loan documents executed by the Purchaser) in connection with the preparation and negotiation of this Agreement and all other documents and instruments in connection with the consummation of the Closing or in connection with the consummating of the Financing; and (xii) Transfer Taxes incurred on the Closing Date or in connection with the consummation of the Financing. The parties acknowledge Notwithstanding the foregoing, MI shall be responsible for the fees and expenses of the outside counsel of Seller, Tenant, MI and their respective Affiliates in connection with the preparation and negotiation of this Agreement and all other documents and instruments in connection with the consummation of the Closing. Third-Party Costs may be advanced by either Seller or CNL Retirement Properties, Inc. or their respective Affiliates or any Affiliate of Seller prior to the Closing (but shall be reimbursed by Purchaser to the party incurring the same at the Closing). All amounts payable by Purchaser under this Section 9.2(a) shall be paid by the Applicable Property Transferees in the event that the Closing is consummated hereunder, which amounts (i) shall be allocated to the Applicable Property Transferee if and to the extent that any amount of specifically relates only to the premium Property acquired by such Applicable Property Transferee (as is the case, for example, with respect to title insurance and Transfer Taxes) or (ii) shall be allocated among all the basic owner’s coverage Applicable Property Transferees in proportion to the amount allocation of the Purchase Price quoted among the Applicable Property Transferees set forth in Schedule C if and to the extent that any amount does not specifically relate only to the Property acquired by Chicago Title Insurance Company is $55,925.00an Applicable Property Transferee. To the extent that the Third-Party Costs are known and have or shall be paid on or prior to the Closing Date, within two Business Days prior to the Closing Date, Seller shall provide Purchaser with written notice and a copy of the calculations of any amounts due to Seller pursuant to this Section and Purchaser shall each be entitled to receipt of fifty percent reimburse the applicable Seller on the Closing Date for such costs and expenses. No later than thirty (50%30) days after the sixth month anniversary of the Xxxxxx rebate in Closing Date, Seller shall provide Purchaser with written notice and a copy of the amount calculations of $34,562.50 (each party’s share shall be $17,281.25) for a total base premium of $21,362.50; any amounts due to Seller pursuant to this Section which were not paid by Purchaser on the Closing Date and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in promptly reimburse the title premiums above that amount. applicable Seller for such costs and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,expenses.

Closing Costs. Sellers All recording fees shall pay the attorneys’ fees of Sellers, the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such be paid by Seller, the cost of recording the Special Warranty Deed of such Seller, all escrow service fees shall be paid one-half of the cost of title examination fees and expenses by Seller and one-half of by Buyer and all other escrow closing costs shall be charged by Escrow Agent to, and paid by, the title insurance premiums for the basic owner’s title insurance policy issued by the Title Company to Purchaser respective Parties in accordance with local custom as determined by Escrow Agent unless payment of such costs is specifically provided for in this Agreement or the Title Commitment Transfer Documents (exclusive as defined below). Real property taxes, improvement liens and other assessments affecting the Property shall be prorated to the Close of endorsements thereto), one-half Escrow. The real property taxes shall be prorated on the basis of the cost of endorsements to such owner’s title insurance policy issued by the Title Company to Purchaserlatest available tax statement; provided, provided however, that Sellers’ share of the cost of such endorsements (calculated before any Xxxxxx rebate) shall not exceed $2,996.25if, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaserafter Closing, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 Properties pursuant hereto. The parties acknowledge that the amount of the premium actual tax bill 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 entitled to receipt of fifty percent (50%) of the Xxxxxx rebate in the amount of $34,562.50 (each party’s share Properxx varies from Escrow Agent's pro-ration figures, a new pro-ration shall be $17,281.25) for a total base premium of $21,362.50; completed and Purchaser the Party in whose favor any difference exists after pro-ration shall be entitled to one hundred percent recover such difference from the other Party. Except as provided in this Section, Seller and Buyer shall each bear their own costs in regard to the Purchase Transaction (100%) of any additional rebate or reduction in the title premiums above that amountas defined below). Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Seller at Close of Escrow. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer's closing costs. All rent and Purchaser other monthly sums due from the tenants and others under the Leases shall also each be pro rated as of the Close of Escrow. All charges for gas, electricity, water and any other utilities serving the Property and not charged directly to the tenants and all other operating expenses of the Property shall be prorated as of the Close of Escrow outside of Escrow and paid to Buyer within 30 days after the Close of Escrow in cash, by check or by wire transfer. With regard to utilities, upon Close of Escrow, Seller shall cancel all utility accounts which may then be in Seller's name and Seller shall be entitled to the receipt receive and collect any utility deposits which may be due Seller as of fifty percent (50%) Close of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,Escrow.

Closing Costs. Sellers Purchaser shall pay all costs and expenses ------------- incurred by it and/or the attorneys’ fees Purchaser Parties associated with the Due Diligence and any other investigations of Sellersthe Purchaser Parties, and/or the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect purchase and sale contemplated hereunder, including any and all environmental assessments and reports, structural and engineering inspections, surveys (to the sale of such Seller’s Property, extent the cost of such surveys exceeds $7,200), any cost associated with satisfying Purchaser's reinsurance requirements for the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Sellerowner's title policy, insurance premiums associated with the cost of recording any endorsements relating to the Special Warranty Deed of such Sellerowner's title policy, including, without limitation, any charge for "extended coverage" and the Required Endorsements, one-half (1/2) of any transfer taxes due the cost local municipality, Purchaser's attorneys' fees and expenses, and all costs and expenses of title examination 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 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 Xxxxxx rebate1/2) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Companyescrow, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Brokersettlement, if any, one-half of the cost of all title examination handling and/or other fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, all other recording fees on all instruments to be recorded paid Escrow Agent in connection with these transactionsthe Escrow Agreement and the Xxxxxxx Money Trust Agreement; provided however, Seller agrees to pay at Closing the attorneys’ fees of Purchaser, and all other costs and expenses incurred by Purchaser in the performance of Purchaser’s due diligence inspection of the Properties (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 Properties pursuant hereto. The parties acknowledge that the amount of the base title insurance premium for the basic issuance of an owner’s coverage 's title policy in the amount of the Purchase Price quoted by Chicago Title Insurance Company is $55,925.00. Seller and Purchaser shall each be entitled to receipt of fifty percent (50%) of excluding, however, any cost associated with satisfying Purchaser's reinsurance requirements), on the Xxxxxx rebate standard form in use in the amount State of $34,562.50 Illinois, all state and county transfer taxes, one-half (each party’s share shall be $17,281.25) for a total base premium of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%1/2) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled transfer taxes due to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to local municipality, the cost of obtaining a ALTA surveys of Windy Point I and Windy Point II (not to exceed $7,200) and the endorsements transfer fee, if any, payable to Bank of America, N.A. for the 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 Xxxxxxx Money Trust Agreement. All such costs and expenses shall be paid in full on or prior to the owner’s title insurance policyClosing Date, provided that unless otherwise agreed to and specified by the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,parties in the Settlement Statement.

Closing Costs. Sellers Seller shall pay the attorneys’ fees of Sellers, following costs and expenses: (i) all documentary stamp taxes and other transfer taxes payable in connection with the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost recording of the documentary stamps or transfer taxes imposed upon Deed and the conveyance of the Property of such Seller, 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 if applicable, (calculated before any Xxxxxx rebateii) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx rebate portion of the premium for Owner’s Policy of Title Insurance equal to the costs of a CLTA owner’s title insurance policy in the amount of $34,562.50 the Purchase Price, (each party’s share shall be $17,281.25iii) for a total base premium of $21,362.50; and Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable Title Company’s fees and costs, and (iv) all expenses and charges incurred in connection with the discharge of any Monetary Lien or other Exception objected to by Purchaser which Seller elects to remove or cure a provided for herein. Purchaser shall pay the following costs and expenses: (w) fifty percent (50%) of the Title Company's fees and all recording costs, (x) fifty percent (50%) of the portion of the premium for Owner’s Policy of Title Insurance equal to the costs of a CLTA owner’s title insurance policy in the amount of the Purchase Price and the costs of any coverage in excess of that provided by a CLTA owner’s title insurance policy and of any endorsements, and (y) the cost of the endorsements Survey, if obtained by Purchaser. Unless specified elsewhere in this Agreement, any and all other closing costs related to the owner’s title insurance policy, provided that transaction shall be paid by the Seller’s share Parties in the manner consistent with customary practice for the County in which the Property is located as reasonably determined by Title Company. Each Party shall pay for its own attorneys' fees and costs incurred in connection with the preparation of this Agreement. Title Company shall notify Purchaser and Seller in writing of their respective shares of such Xxxxxx rebate shall not exceed $2,097.38,costs at least three (3) Business Days prior to the Closing Date.

Closing Costs. Sellers Seller and Buyer agree to pay closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit F, and by this reference incorporated herein (the "Escrow Instructions"). At COE, Seller shall pay (i) the attorneys’ costs of releasing all liens, judgmentx, and other encumbrances that are to be released and of recording such releases, (ii) the fees of Sellersand costs due Escrow Agent for its services, (iii) the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement transfer tax associated with respect to the sale of such Seller’s the Property, the cost of the documentary stamps or transfer taxes imposed upon the conveyance of the Property of such Seller, 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 Xxxxxx rebate) shall not exceed $2,996.25, and all other 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 closing fees charged by the Title Company, one-half of the cost or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, iv) all other recording fees on all instruments costs to be recorded 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 these transactionspursuing or consummating the transaction contemplated herein. To the extent not the responsibility of Tenant under the Lease, real estate taxes shall be prorated based upon the attorneys’ fees current valuation and latest available tax rates. All prorations shall be calculated through escrow as of PurchaserCOE based upon the latest available information, including, without xxxitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with and all 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 and expenses incurred by Purchaser not specifically designated as the responsibility of either Party in the performance of Purchaser’s due diligence inspection Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the Properties (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 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 same by Chicago Title Insurance Company is $55,925.00Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Seller at COE. Buyer shall deposit with Escrow Agent sufficient cash to pay alx xf Buyer's closing costs. Except as provided in this Section 23(a), Seller and Purchaser Buyer shall each be entitled bear their own costs in regard to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,this Agreement.

Closing Costs. Sellers All costs associated with the transfer of title to the Property and the associated escrow shall be in accordance with the customary practices in San Diego County except as otherwise expressly set forth herein. Seller shall pay the attorneys’ fees of Sellersapplicable city transfer taxes (if any), the brokerage commission due Sellers’ Broker pursuant to Section 10.1 of this Agreement with respect to the sale of such Seller’s Property, the cost of the documentary stamps or county transfer taxes imposed upon the conveyance of the Property of such Seller, the cost of recording the Special Warranty Deed of such Sellertaxes, one-half of the cost escrow fees, any sales taxes, and the recording costs with respect to the Grant Deed and to remove liens, encumbrances, title exceptions and survey matters in accordance with the provisions of title examination fees and expenses and this Agreement. Purchaser shall pay one-half of the escrow fees, and the recording costs for any instruments it desires to be recorded. At Closing, Purchaser may obtain from the Title Company a CLTA Owner's Policy of Title Insurance in the aggregate amount of the Purchase Price plus the amount equal to all costs and expenses reimbursed or paid to Seller pursuant to this Agreement, insuring fee simple title insurance premiums to the Property in Purchaser, subject to only those exceptions expressly approved by Purchaser in accordance with the provisions of Section 4.1.1, general real estate taxes and assessments for the basic owner’s then applicable tax fiscal year in which the Closing occurs and general real estate taxes and assessments for subsequent years not yet due and payable (the "CLTA Title Policy"). Purchaser may elect to cause the Title Company to issue an ALTA Owner's Policy of Title Insurance (Form B, rev. 10/17/70) and if Purchaser so elects, Purchaser shall provide the Title Company with an updated ALTA Survey of the Property, at its sole cost and expense (the "ALTA Policy"). Said title insurance policy issued shall provide full coverage against mechanics' or materialmen's liens arising out of the construction, repair or alteration of any of the improvements and shall contain such special endorsements as Purchaser may require. Seller shall pay the premium charged for the CLTA Title Policy (excluding endorsements except for those endorsements required by the Title Company to Purchaser be obtained in order to cause the removal from title of objectionable title and/or survey matters which Seller has agreed to remove in accordance with the Title Commitment (exclusive provisions 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 Xxxxxx rebateSections 4.1.1 and 5.3 above) shall not exceed $2,996.25, and all other 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 for any escrow closing fees charged by the Title Company, one-half of the cost incremental premiums or the most recent Existing Environmental Reports listed on the attached Exhibit “E” and one-half of the cost of the most recent Surveys listed on the attached Exhibit “F”. Purchaser shall pay the costs of all commissions due to Purchaser’s Broker, if any, one-half of the cost of all title examination fees and expenses and one-half of the title insurance premiums payable with respect other charges related to the basic owner’s title insurance policy issued by the Title Company to Purchaser, the cost of all endorsements to Purchaser’s owner’s title insurance policy (less the Seller’s share thereof as provided above), the costs of issuing and title insurance premiums for any mortgagee title insurance policy obtained by Purchaser, 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 Purchaser’s due diligence inspection of the Properties ALTA Policy (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 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 entitled to receipt of fifty percent (50%) of the Xxxxxx 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 Purchaser shall be entitled to one hundred percent (100%) of any additional rebate or reduction in the title premiums above that amount. Seller and Purchaser shall also each be entitled to the receipt of fifty percent (50%) of the Xxxxxx rebate attributable to the cost of the endorsements to the owner’s title insurance policy, provided that the Seller’s share of such Xxxxxx rebate shall not exceed $2,097.38,endorsements).