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2. Seller shall pay all special assessments levied or pending against <br />the Property as of the Closing Date. <br />3. Seller's own attorney's fees. <br />4. One-half the cost of any closing fees. <br />5. The cost of real estate broker commission fees as prescribed in <br />Section 14. <br />6. State Deed Tax <br />ii. At Closing Buyer must pay the Purchase Price to Seller and the following <br />costs and expenses: <br />1. Buyer's portion of prorated property taxes. <br />2. Buyer's own attorney's fees. <br />3. One-half the cost of any closing fees. <br />4. Documentary and recording fees for the deed(s). <br />5. The cost of the owner's title insurance policy, if Buyer elects to <br />purchase an Owner's title insurance policy. <br />d. Possession. Seller must deliver possession of the Property to Buyer at Closing. <br />14. REAL ESTATE BROKERS. Seller and Buyer represent and warrant to each other that <br />they have not dealt with brokers, real estate agents, finders or the like in connection with <br />this transaction, other than CBRE, Inc. ("Sellers Broker") and Buyer is not represented. <br />Seller shall be obligated to pay Seller's Broker as required by their agreement 3% of final <br />gross sale price. Buyer shall pay Buyer's Broker fees. Seller and Buyer agree to <br />indemnify each other and to hold each other harmless against all claims, damages, costs <br />or expenses of or for any broker's fees or commissions resulting for their actions or <br />agreements regarding the execution or performance of this Agreement, other than the <br />fees payable to Seller's Broker, and will pay all costs of defending any action or lawsuit <br />brought to recover any such fees or commissions incurred by the other party, including <br />reasonable attorney's fees. <br />15. ASSIGNMENT. This Agreement may not be assigned without the written consent of <br />the non -assigning Party. Notwithstanding the foregoing, Seller recognizes the Buyer <br />intends to assign this Agreement to an affiliated special purpose entity (the "SPE") that <br />will be registered officially with the States of Minnesota and Delaware. Buyer shall <br />provide written notice to Seller of any such assignment to the SPE, but Seller's consent <br />shall not be required. <br />16. THIRD PARTY BENEFICIARY. There are no third -party beneficiaries of this <br />Agreement, intended or otherwise. <br />17. JOINT VENTURE. Seller and Buyer, by entering into this Agreement and completing <br />the transactions described herein, shall not be considered joint venturers or partners. <br />18. CAPTIONS. The paragraph headings or captions appearing in this Agreement are for <br />convenience only, are not a part of this Agreement, and are not to be considered in <br />Page 8 of 20 <br />