8.5.1 Transaction Expenses.

8.5.1.1 Seller. Seller shall pay (i) all costs and fees for Seller’s representatives and consultants, (ii) all fees and costs associated with delivering title to the Property in the condition required by Article 3 of this Agreement, (iii) recordation fees for the Deed, (iv) real estate excise taxes on the sale of the Property, (v) the premiums and applicable sales tax for a standard coverage Title Policy in the amount of the Purchase Price, and (vi) one-half of any closing or escrow fees of the Escrow Agent.

8.5.1.2 Purchaser. Purchaser shall pay (or reimburse Seller for) (i) all costs and fees for title examination, the premiums and sales tax for extended coverage under the Title Policy, as well as any premiums and sales tax for any title endorsements required by Purchaser and any reinsurance required by Purchaser (and any mortgagee’s title insurance policy and any updates or endorsements thereto required by such mortgagee), (ii) all costs associated with any updates of the Survey ordered by Purchaser or required by Purchaser’s mortgagee, (iii) all costs associated with Purchaser’s due diligence studies and investigations of the Property, (iv) all costs associated with Purchaser’s financing of its purchase of the Property, including, without limitation, all recording fees and taxes, (v) all costs associated with any state and local recordation tax, documentary and other taxes and stamps, and any recording fees or mortgage taxes associated with any new mortgage or deed of trust related to Purchaser’s financing of its purchase of the Property, (vi) sales/use tax on the tangible Personal Property, and (vii) one-half of any closing or escrow fees of Escrow Agent. Subject to Section 14.13 below, Seller and Purchaser shall each pay its respective attorneys’ fees.

8.5.2 Security Deposits. Seller shall pay to Purchaser, as a credit against the Purchase Price, the amount of any cash security deposits actually received by Seller pursuant to the Leases and Licenses and not yet refunded to tenants or applied pursuant to the Leases and Licenses all in the amounts set forth on Schedule 1.5. For any security deposits that are held in the form of Letters of Credit or any form other than cash, Seller shall deliver or have delivered through escrow or other mutually agreeable means to Purchaser at the Closing the original Letters of Credit or other applicable documents together with such original transfer and assignment documentation as may be necessary to effect the transfer of each Letter of Credit or other non-cash security deposit, provided any transfer fees or other costs payable to the issuer of any Letter of Credit shall be borne by and paid directly by the Purchaser to the issuer.

8.5.3 Rents. All rents, base rents, percentage rents, additional rent for common area charges, operating expenses, and real estate taxes, and parking charges and other costs or charges paid by tenants under the Leases and licensees under the Licenses and all other parking charges for monthly, transient, billable and evening uses not necessarily paid by tenants or others under any Leases or Licenses (collectively, “Rents”) shall be prorated as of the Apportionment Time (as defined below), to the extent actually collected by Seller prior to the Closing Date. Seller shall pay to Purchaser, as a credit against the Purchase Price rents already received by Seller, if any, applicable to periods after Closing. All Rents received from tenants or licensees after the Closing Date by Seller or Purchaser will first be applied to such charges as are then due for the month in which the Closing Date occurs and prorated appropriately and in a consistent manner between the parties based on the Apportionment Time, and then applied to any delinquencies in their reverse order of accrual until such delinquencies have been satisfied in full. From and after Closing, Purchaser shall use good faith and commercially reasonable efforts

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