Common use of Closing Costs Clause in Contracts

Closing Costs. Seller and Buyer shall each pay one-half of the Escrow Agent’s fees and charges. Seller shall pay (i) all recording costs and fees, (ii) the premium for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and costs associated with the transfer of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. At closing, the Seller and the Buyer shall each pay one-half of the Escrow Agent’s fees and charges. Seller shall pay (i) all recording its respective costs and fees, (ii) the premium for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of obligations set forth herein (except such costs as the Property, including Developer has agreed to pay as otherwise set forth herein. The Seller shall pay the cost of any environmental assessments or testsobtaining and recording and/or filing such instruments as are necessary to establish the Seller's good and clear record and marketable title and the Seller's authority to convey same, (iv) the premium for the extended coverage portion reasonable fees and expenses of the Title Policy Seller's attorneys in connection with this Agreement and any other usual and customary closing costs and expenses incurred by the Seller. At closing, the Buyer shall pay the recording and filing fees incurred in connection with recording the deed and such instruments as are necessary to establish the Buyer's (a) pay over or assign to the extent Buyer obtains ALTA coverage)Buyer, (v) upon delivery of the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9deed, all legal fees amounts recovered or recoverable on account of such insurance, less any amounts reasonably expended by the Seller for any partial restoration, or (b) if a holder of a mortgage on said premises shall not permit the insurance proceeds or a part thereof to be used to restore the premises to their former condition or to be paid over or assigned, give the Buyer a credit against the purchase price, upon delivery of te deed, equal to said amounts so recovered or recoverable and costs incurred retained by the holder ofthe said mortgage less any amount reasonable expended by the Seller for any partial restoration. If the Buyer declines to so elect to accept such title as the Seller can deliver to te premises in connection herewith their then condition and to pay therefor the purchase price, without said deduction, then all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and costs associated with the transfer obligations of the Licenses parties hereto shall cease and Permits to Buyer (this Agreement shall be void without recourse to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Dateparties.

Closing Costs. Seller and Buyer shall each agree to pay one-half of closing costs as indicated in this Agreement and in the escrow instructions attached hereto as Exhibit H, and by this reference incorporated herein (the "Escrow Agent’s fees and chargesInstructions"). At ▇▇▇, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording costs and feessuch releases, (ii) the premium for the standard coverage portion one-half of the Title Policyfees and costs due Escrow Agent for its services, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales the transfer tax imposed as a result associated with the sale of the transfer of the Property to BuyerProperty, if any, and (viv) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except Except as otherwise provided hereinfor in this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates. All prorations shall be calculated through escrow as of ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any fees rent prepaid by Tenant for the period beginning with and costs associated with including the transfer date on which the closing occurs through and including the last day of the Licenses and Permits 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 extent usual and customary allocation of the same are transferable) by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Seller at ▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer's closing costs. Except as contemplated by provided in this Article 23, Seller and Buyer shall each bear their own costs in regard to this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller will pay (a) the cost of the Owner’s Policy, any related search or exam fees, and Buyer shall each pay 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 of the Escrow Agent’s fees and chargescosts due Escrow Agent for its services; (d) any transfer taxes typically paid by the Seller, and documentary taxes; (e) recording charges related to the recording of any release of mortgage and/or liens; and (e) all other costs to be paid by Seller under this Agreement, which are typically considered “Seller’s costs”. Seller shall Buyer will pay (i) all recording costs and feesany additional cost for a lender’s title policy, if required by Buyer; (ii) the premium for the standard coverage portion cost of the Title Policy, Survey; (iii) except as set forth in Section 10.9, all legal one-half the fees and costs incurred by Seller, due Escrow Agent for its services; (iv) any sales tax imposed as a result the cost of the transfer of the Property all title endorsements not required to Buyer, if any, cure Objectionable Matters; and (v) all other fees and charges costs to be paid by Buyer under this Agreement, which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of considered “Buyer’s lender’s policy of title insurance, (iii) except costs”. Except as otherwise provided hereinin this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also will each be solely responsible for and bear all of their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the payment transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of any fees either Party in this Agreement will be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to same by Escrow Agent for the extent the same are transferable) as contemplated by this AgreementProperty’s locale. Seller hereby agrees that all closing costs and charges payable by Seller may be deducted from Seller’s proceeds otherwise payable to protect, indemnify, defend and hold harmless Seller at Closing. Buyer and will deposit with Escrow Agent sufficient cash to pay all of Buyer’s Indemnitees from closing costs and against any charges. Purchase and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxesSale Agreement Walgreens – Kilgore, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.TX

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions"). At COE, Seller shall pay (i) the costs of releasing all liens, judgment▇, and other encumbrances that are to be released and of recording costs and feessuch releases, (ii) the premium for the standard coverage portion one-half of the Title Policyfees and costs due Escrow Agent for its services, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales the transfer tax imposed as a result associated with the sale of the transfer of the Property to BuyerProperty, if any, and (viv) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except Except as otherwise provided hereinfor in this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment 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 COE based upon the latest available information, including, without ▇▇▇itation, a credit to Buyer for any fees rent prepaid by Tenant for the period beginning with and costs associated with including the transfer date on which the closing occurs through and including the last day of the Licenses and Permits 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 extent usual and customary allocation of the same are transferable) by Escrow 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 al▇ ▇f Buyer's closing costs. Except as contemplated by provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions"). At ▇▇▇, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording costs and feessuch releases, (ii) one-half the premium fees and costs due Escrow Agent for its services (the standard coverage portion of the Title Policyremaining one-half to be paid by Buyer), (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales the transfer tax imposed as a result associated with the sale of the transfer of the Property to BuyerProperty, if any, and (viv) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except Except as otherwise provided hereinfor in this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates. All prorations shall be calculated through escrow as of ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any fees rent prepaid by Tenant for the period beginning with and costs associated with including the transfer date on which the closing occurs through and including the last day of the Licenses and Permits 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 extent usual and customary allocation of the same are transferable) by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Seller at ▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer's closing costs. Except as contemplated by provided in this Section 24(a), Seller and Buyer shall each bear their own costs in regard to this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller will pay (a) the cost of any title search or exam fees, and Buyer shall each pay one-half any endorsements to the Owner’s Policy 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) any transfer taxes, documentary taxes, mansion taxes, recording charges, and other such fees or charges associated with the sale and conveyance of the Escrow Agent’s fees Property; and charges. Seller shall pay (id) all recording other costs and fees, (ii) the premium for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal fees and costs incurred to be paid by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. Buyer shall will pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), Owner’s Policy; (ii) any additional title premium payable cost for the issuance of Buyer’s a lender’s policy of title insurancepolicy, if required by Buyer; (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, the Survey; (iv) the premium fees and costs due Escrow Agent for the extended coverage portion of the Title Policy (to the extent Buyer obtains ALTA coverage), its services; and (v) the all other costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred to be paid by Buyer under this Agreement. Except as otherwise provided in connection herewith this Agreement, Seller and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also will each be solely responsible for and bear all of their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the payment transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of any fees either Party in this Agreement will be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to same by Escrow Agent for the extent the same are transferable) as contemplated by this AgreementProperty’s locale. Seller hereby agrees that all closing costs and charges payable by Seller may be deducted from Seller’s proceeds otherwise payable to protect, indemnify, defend and hold harmless Seller at Closing. Buyer and will deposit with Escrow Agent sufficient cash to pay all of Buyer’s Indemnitees from closing costs and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Datecharges.

Closing Costs. Seller and Buyer shall each pay one-half of the Escrow Agent’s fees and charges. (a) Seller shall pay (i) any documentary transfer tax on the Grant Deed, and (ii) 50% of all escrow fees of the Escrow Holder. (b) Buyer shall pay (i) the fees for recording costs and feesthe Grant Deed, (ii) 50% of all escrow fees of the Escrow Holder and (iii) the costs of mailing the Tenant Notices. (c) Seller shall pay the base premium for the standard coverage portion Title Policy and the cost of any endorsements issued to insure over Disapproved Title Matters which Seller has agreed to cure; Buyer shall pay the cost of all other title endorsements. If Buyer elects to obtain the ALTA Policy as provided below, Buyer shall be solely responsible for any difference in premium or charge between the Title Policy and the ALTA Policy and for all survey and other costs associated with such ALTA Policy, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable also be responsible for the issuance of Buyer’s additional premium for any separate lender’s policy of title insurance, . (iiid) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review Any other costs of the PropertyEscrow or of closing pertaining to this transaction not otherwise expressly allocated between Buyer and Seller under this Agreement shall be apportioned in the manner customary in the County. (e) Notwithstanding the foregoing provisions of this Section 5, including if the cost of Escrow fails to close for any environmental assessments or tests, (iv) the premium for the extended coverage portion reason after expiration of the Title Policy Feasibility Period (to other than the extent Buyer obtains ALTA coveragebreach of this Agreement by one or both of the Parties), (v) the Escrow cancellation costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred shall be borne equally by Buyer in connection herewith and Seller. Otherwise, the Party who breached this Agreement first shall bear all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and costs associated with the transfer of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Datesuch cancellation costs.

Closing Costs. Seller and Buyer shall each pay one-half of the Escrow Agent’s fees and charges. (a) Seller shall pay (i) all recording costs any documentary transfer tax, revenue tax or excise tax (and feesany surtax thereon) due in connection with the consummation of this transaction, and (ii) the premium for the standard coverage portion fifty percent (50%) of all escrow fees of the Title Policy, Escrow Holder. (iiib) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of fees for recording the Land Grant Deed and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance fifty percent (50%) of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review all escrow fees of the PropertyEscrow Holder. (c) The cost of the Title Policy shall be allocated between Buyer and Seller as described in Subsection 7(d) below. (d) Any other costs of the Escrow or of closing pertaining to this transaction not otherwise expressly allocated among Buyer and Seller under this Agreement shall be apportioned in the manner customary in the County. (e) Notwithstanding the provisions of this Section 5, if the Escrow fails to close for any reason (other than the breach of this Agreement by one or both of the parties), the costs incurred through the Escrow, including the cost of any environmental assessments or teststhe PTR, (iv) shall be borne equally by Buyer and Seller. Otherwise, the premium for the extended coverage portion of the Title Policy (to the extent Buyer obtains ALTA coverage), (v) party who breached this Agreement first shall bear all the costs of any endorsements the Escrow, including the cost of the PTR. (f) In the event Escrow fails to close because of a failure of a condition precedent intended to benefit Buyer, Buyer may requireelect to terminate the Escrow by the delivery of written notice to Escrow Holder and Seller, in which event the Escrow shall terminate and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by the Escrow Holder shall immediately remit to Buyer in connection herewith the Deposit and all other fees and charges which are typically borne sums deposited in Escrow by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and costs associated with the transfer of the Licenses and Permits to Buyer (less amounts due from Buyer pursuant to the extent the same are transferableSubsection (e) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.above)

Closing Costs. Seller Each party shall pay its own costs and Buyer expenses arising in connection with each Closing (including its own attorneys’ and advisors’ fees, charges and disbursements), except the costs set forth in this paragraph which shall each pay one-half of be allocated between the Escrow Agent’s fees and chargesparties as set forth herein. Each Seller shall pay (i) all recording costs the premium for the Title Policy (and feesendorsements to such Title Policy for which such Seller is responsible pursuant to this Agreement or which such Seller has agreed to provide and Buyer in its sole and absolute discretion has agreed to accept in satisfaction of an item raised in a Buyer Objection Notice), (ii) the premium for the standard coverage portion cost of the Title Policyapplicable Survey, (iii) except as set forth in Section 10.9any State or County documentary, all legal fees and costs incurred by transfer, stamp, sales, use, gross receipts or similar taxes related to the transfer of such Seller’s Property, (iv) the cost of discharging any sales tax imposed as Liens against such Seller’s Property other than a result of the transfer of the Property to BuyerLoan Obligation, if anyapplicable, and recording any instruments in connection therewith, and (v) other one-half of the customary closing costs and escrow fees of the Title Company and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant Escrow Agent related to the next sentence)transfer of such Seller’s Property. Buyer shall pay for (i) recording each Deed, any municipal transfer taxes related to the cost of an updated ALTA Survey transfer of the Land Properties and Improvements (if obtained by Buyer)one-half of the customary closing costs and escrow fees of the Title Company and Escrow Agent related to the transfer of the Properties. Buyer shall pay any assumption, (ii) any additional title premium fees or other amounts due and payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review the assumption of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (Loan Obligations subject to the extent Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as limitations set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and costs associated with the transfer of the Licenses and Permits to Buyer (to the extent the same are transferable9.2(b) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Dateabove.

Closing Costs. Seller Each party shall pay its own costs and Buyer expenses arising in connection with the Closing (including its own attorneys’ and advisors’ fees, charges and disbursements), except the costs set forth in this paragraph which shall each pay one-half of be allocated between the Escrow Agent’s fees and chargesparties as set forth herein. Seller shall pay (i) all recording costs and fees, (ii) the premium for the standard coverage portion Title Policy (and endorsements to such Title Policy for which Seller is responsible pursuant to this Agreement or which Seller has agreed to provide and Buyer in its sole and absolute discretion has agreed to accept in satisfaction of an item raised in the Buyer Objection Notice), with Buyer paying the premium for extended coverage, (ii) any documentary, excise, transfer, stamp, sales, use, gross receipts or similar taxes related to the transfer of the Title PolicyProperty, (iii) except as set forth the cost of discharging any Liens against the Property (provided that Buyer will contribute up to Fifty Thousand Dollars ($50,000.00) upon the Closing for Seller to pre-pay Seller’s loan that currently encumbers the Property) and recording any instruments in Section 10.9, all legal fees and costs incurred by Sellerconnection therewith, (iv) any sales tax imposed as a result all recording costs, and (v) one-half of the customary closing costs and escrow fees of the Title Company and Escrow Agent related to the transfer of the Property. Buyer shall pay for one-half of the customary closing costs and escrow fees of the Title Company and Escrow Agent related to the transfer of the Property and up to Buyer, if any, and Fifty Thousand Dollars (v$50,000.00) other fees and charges which are typically borne by sellers in upon the jurisdiction where the Property is located (but not including any items Closing for which Buyer is obligated Seller to pre-pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of BuyerSeller’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of loan that currently encumbers the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and costs associated with the transfer of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions"). At COE, Seller shall pay (i) the costs of releasing all liens, judgment▇, and other encumbrances that are to be released and of recording costs and feessuch releases, (ii) the premium fees and costs due Escrow Agent for the standard coverage portion of the Title Policyits services, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales the transfer tax imposed as a result associated with the sale of the transfer of the Property to BuyerProperty, if any, and (viv) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except Except as otherwise provided hereinfor in this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment transaction contemplated herein. To the extent not the responsibility of Tenant under 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 COE based upon the latest available information, including, without ▇▇▇itation, a credit to Buyer for any fees rent prepaid by Tenant for the period beginning with and costs associated with including the transfer date on which the closing occurs through and including the last day of the Licenses and Permits 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 extent usual and customary allocation of the same are transferable) by Escrow 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 al▇ ▇f Buyer's closing costs. Except as contemplated by provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions"). At ▇▇▇, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording costs and feessuch releases, (ii) one-half the premium fees and costs due Escrow Agent for its services (the standard coverage portion of the Title Policyremaining one-half to be paid by Buyer), (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales the transfer tax imposed as a result associated with the sale of the transfer of the Property to BuyerPremises, if any, and (viv) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except Except as otherwise provided hereinfor in this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates. All prorations shall be calculated through escrow as of ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any fees rent prepaid by Tenant for the period beginning with and costs associated with including the transfer date on which the closing occurs through and including the last day of the Licenses and Permits 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 extent usual and customary allocation of the same are transferable) by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Seller at ▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer's closing costs. Except as contemplated by provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions"). At ▇▇▇, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording costs and feessuch releases, (ii) the premium for the standard coverage portion one-half of the Title Policyfees and costs due Escrow Agent for its services, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales the transfer tax imposed as a result associated with the sale of the transfer of the Property to BuyerProperty, if any, and (viv) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except Except as otherwise provided hereinfor in this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates. All prorations shall be calculated through escrow as of ▇▇▇ based upon the latest available Rite Aid Alliance, OH information, including, without limitation, a credit to Buyer for any fees rent prepaid by Tenant for the period beginning with and costs associated with including the transfer date on which the closing occurs through and including the last day of the Licenses and Permits 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 extent usual and customary allocation of the same are transferable) by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Seller at ▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer's closing costs. Except as contemplated by provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions”). At ▇▇▇, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that Seller agreed to release pursuant to Section 6 above (if any) and of recording costs and feessuch releases, (ii) the premium for the standard coverage portion one-half of the Title Policyfees and costs due Escrow Agent for its services, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales the transfer tax imposed as a result associated with the sale of the transfer of the Property to BuyerProperty, if any, and (viv) all other fees and charges costs which are typically borne specifically required to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. At ▇▇▇, Buyer shall pay for (i) the cost of an updated ALTA Survey of recording the Land deed and Improvements (if any security instruments related to financing obtained by Buyer)Buyer secured by the Property, (ii) any additional title premium payable for one-half of the issuance of Buyer’s lender’s policy of title insuranceescrow fees, and (iii) except all other costs which are specifically required to be paid by Buyer under this Agreement. Except as otherwise provided hereinfor in this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment 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 any fees ▇▇▇ based upon the latest available information. All credits to Buyer and costs associated Seller shall be prorated so that Buyer is given credit for the period beginning with and including the transfer date on which the closing occurs through and including the last day of the Licenses month in which the closing occurs and Permits to Seller is given credit for the period ending on the day before the date of ▇▇▇. 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 extent usual and customary allocation of the same are transferable) in the county where the Property is located by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at ▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as contemplated by provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller and Buyer shall each pay one-half of the Escrow Agent’s fees and charges. (a) Seller shall pay (i) any documentary transfer tax on the Grant Deed, and (ii) 50% of all escrow fees of the Escrow Holder. (b) Buyer shall pay (i) the fees for recording costs the Grant Deed and feesMemorandum, (ii) the premium for the standard coverage portion 50% of all escrow fees of the Title PolicyEscrow Holder, (iii) except as set forth in Section 10.9, all legal fees and the costs incurred by Seller, (iv) any sales tax imposed as a result of mailing the transfer of the Property to Buyer, if anyTenant Notices, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of Pollution Liability Policy. (c) Seller shall pay the base premium for the Title Policy (to and the extent Buyer obtains ALTA coverage), (v) the costs cost of any endorsements issued to insure over Disapproved Title Matters which Seller has agreed to cure pursuant to the Exclusivity Agreement; Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and shall pay the cost of all other fees title endorsements. If Buyer elects to obtain the ALTA Policy as provided below, Buyer shall be solely responsible for any difference in premium or charge between the Title Policy and charges which are typically borne by buyers in the jurisdiction in which the Property is locatedALTA Policy and for all survey and other costs associated with such ALTA Policy. Buyer shall also be solely responsible for the payment additional premium for any separate lender’s policy of any fees and title insurance. (d) Any other costs associated with the transfer of the Licenses and Permits Escrow or of closing pertaining to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless transaction not otherwise expressly allocated between Buyer and Buyer’s Indemnitees from and against Seller under this Agreement shall be apportioned in the manner customary in the County. (e) Notwithstanding the foregoing provisions of this Section 5, if the Escrow fails to close for any and all Losses incurred reason other than the breach of this Agreement by one or both of the Parties, Escrow cancellation costs shall be borne equally by Buyer or Buyer’s Indemnitees arising out of and Seller’s failure to pay any taxes. Otherwise, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing DateParty who breached this Agreement first shall bear all such cancellation costs.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions”). At ▇▇▇, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording costs and feessuch releases, (ii) one-half the premium fees and costs due Escrow Agent for the standard coverage portion of the Title Policyits services, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales the transfer tax imposed as a result associated with the sale of the transfer of the Property to BuyerProperty, if any, and (viv) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. At ▇▇▇, Buyer shall pay for (i) one-half the fees and costs due Escrow Agent for its services, (ii) the cost of an updated ALTA Survey of the Land Survey, and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except all other costs to be paid by Buyer under this Agreement. Except as otherwise provided hereinfor in this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment transaction contemplated herein. Any other closing costs not specifically designated as the responsibility of any fees either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this AgreementEscrow Agent. Seller hereby agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to protect, indemnify, defend and hold harmless Seller at ▇▇▇. Buyer and shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Dateclosing costs.

Closing Costs. Seller shall pay (i) the documentary or transfer taxes attributable to the Deed, (ii) the title insurance premiums (at a rate not in excess of standard issue rates) attributable to standard CLTA coverage respecting the Owner's Policy, and (iii) the costs of the Survey. Buyer shall pay all title insurance premiums attributable to the Owner's Policy in excess of standard CLTA coverage, as well as any costs attributable to ALTA coverage in connection therewith or for other so-called "extended coverage" or for any endorsements to the Owner's Policy, to the extent any of the foregoing is requested by Buyer (provided, however, that Seller shall bear the cost of such curative endorsements that Seller agrees in writing to pay for based on Buyer's objections, it being expressly understood and agreed that Seller has the right, but not the obligation, to agree to pay for such curative endorsements), all costs and expenses related to Buyer's due diligence examinations, reviews and inspections, and all intangible, sales or use taxes attributable to the transactions hereunder. Seller and Buyer shall each pay one-half of the Escrow Agent’s fees cost of recording the Deed and any closing escrow charges. Seller and Buyer shall each pay (i) all recording costs and fees, (ii) the premium for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal its own attorney's fees and costs incurred by Seller, (iv) any sales tax imposed expenses and its own respective shares of prorations as a result of the transfer of the Property to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and costs associated with the transfer of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Datehereinafter provided.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions”). At ▇▇▇, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording costs and fees, such releases (ii) one-half the premium fees and costs due Escrow Agent for the standard coverage portion of the Title Policyits closing services, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales the transfer tax imposed as a result associated with the sale of the transfer of the Property to BuyerProperty, if any, and (viv) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. At ▇▇▇, Buyer shall pay for (i) one-half the cost of an updated ALTA Survey of the Land fees and Improvements (if obtained by Buyer)costs due Escrow Agent for its services, (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except all other costs to be paid by Buyer under this Agreement. Except as otherwise provided hereinfor in this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment of any fees and costs associated with transaction contemplated herein. If not paid in full by the transfer Tenant as of the Licenses date of ▇▇▇, real estate taxes shall be prorated based upon the current valuation and Permits latest available tax rates. The rent proration shall be calculated through escrow as of ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer (for any rent prepaid by Tenant for the period beginning with 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 extent usual and customary allocation of the same are transferable) by Escrow Agent. Seller agrees that all closing costs payable by Seller ·shall be deducted from Seller’s proceeds otherwise payable to Seller at ▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as contemplated by provided in this Section 25(a), Seller and Buyer shall each bear their own costs in regard to this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Closing costs shall be allocated between Seller and Buyer as follows: (a) All closing costs for transfer taxes, sales taxes and bulk sales taxes, shall be paid by the party customarily responsible for such costs in each Market where the applicable Property is located. Notwithstanding the foregoing sentence, Seller shall pay all costs, Taxes and expenses associated with (i) the merger of the Predecessor Holding Companies with and into the Holding Company and (ii) the merger of the Predecessor Property Owners with and into the Property Owner at or prior to Closing. (b) All costs and expenses related to Buyer’s Due Diligence shall be paid by Buyer. (c) All reasonable and customary costs related to origination of the Seller Financing, including any costs related to mortgaging the Properties, any confirmatory deeds, mortgage recording taxes and any premiums related to obtaining new lender’s insurance policies, shall be paid by Buyer. (d) Buyer and Seller shall each pay one-half of the Escrow Agent’s fees and charges. Seller shall pay (i) all recording costs and fees, (ii) the premium for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant cost payable to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred Escrow Agent in connection with its due diligence review the Extension Deposit. (e) Buyer and Seller shall each pay one-half of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (payable to the extent Buyer obtains ALTA coverage), Indemnity Escrow Agent in connection with the Indemnity Escrow Agreement. (vf) the costs of any endorsements Buyer may require, and (vi) except Except as otherwise expressly set forth in Section 10.9herein, all legal fees Buyer and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer Seller shall also each be solely responsible for the payment all of its own fees of any fees attorneys, consultants or advisers retained or engaged by such party. (g) Buyer and costs associated with the transfer Seller shall each pay one-half of the Licenses and Permits to Buyer cost of the Fairness Opinion. (h) Unless otherwise agreed by the parties in writing, all other closing costs shall be paid by the party customarily responsible for such costs in connection with sales of rental housing properties similar to the extent Properties in the same are transferable) as contemplated applicable Markets, or if the parties cannot ascertain or agree with respect to any such custom, such costs shall be paid one-half by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless each of Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller and Buyer shall each agree to pay one-half of closing costs as indicated in this Agreement. At the Escrow Agent’s fees and charges. Closing, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases, (ii) one-half of the fees and costs due Escrow Agent for its services, and fees(iii) all other costs to be paid by Seller under this Agreement. At the Closing, Buyer shall pay (i) one-half of the fees and costs due Escrow Agent for its services, (ii) the premium for the standard coverage portion cost of the Title PolicySurvey, (iii) except as set forth in Section 10.9recording fees for the Transfer Documents and (iv) all other costs to be paid by Buyer under this Agreement. Further, all legal fees and costs incurred the cost of a basic Owner’s Policy will be paid for by Seller, (iv) any sales tax imposed as a result of with the transfer of the Property to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses costs incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (modification to the extent “areas and boundaries” exception and any other endorsement required by Buyer. Except as otherwise provided for in this Agreement, Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also will each be solely responsible for and bear all of their own respective expenses, including, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the payment transaction contemplated herein. Any other closing costs not specifically designated as the responsibility of any fees either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing DateEscrow Agent.

Closing Costs. As to each Property, Buyer and Seller and Buyer shall each pay one-half of the Escrow Agent’s fees and charges. Seller shall pay (i) all recording costs and feeswill split, (ii) the premium for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer of the Property according to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction local custom where the Property is located located, the cost of the Owner’s Policy, any related search or exam fees. As to each Property, Seller will pay (but not including a) the cost of any items endorsements required for which 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, mansion taxes, recording charges, and other such fees or charges associated with the sale and conveyance of such Property; and (e) all other costs to be paid by Seller under this Agreement. As to each Property, Buyer is obligated to will pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), Survey; (ii) any additional title premium payable one-half the fees and costs due Escrow Agent for the issuance of Buyer’s lender’s policy of title insurance, its services; (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, endorsements issued in connection with such Owner’s Policy other than endorsements required for Seller’s cure of Objectionable Matters and (iv) the premium for the extended coverage portion of the Title Policy (all other costs to the extent Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred be paid by Buyer under this Agreement. Except as otherwise provided in connection herewith this Agreement, Seller and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also will each be solely responsible for and bear all of their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the payment transactions contemplated hereby. Any other closing costs for a Property that are not specifically designated as the responsibility of any fees either Party in this Agreement will be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this AgreementEscrow Agent for such Property’s locale. Seller hereby agrees that all closing costs and charges payable by Seller may be deducted from Seller’s proceeds otherwise payable to protect, indemnify, defend and hold harmless Seller at Closing. Buyer and will deposit with Escrow Agent sufficient cash to pay all of Buyer’s Indemnitees from closing costs and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Datecharges.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions”). At ▇▇▇, Seller shall pay (i) all the costs of releasing any liens, judgments, and other encumbrances that are to be released per the terms of this Agreement and of recording costs and feessuch releases, (ii) one-half the premium fees and costs due Escrow Agent for the standard coverage portion of the Title Policyits services, (iii) except as set forth in Section 10.9, all legal fees the Grantor’s tax (state and costs incurred by Seller, (ivlocal) any sales tax imposed as a result associated with the sale of the transfer of the Property to BuyerProperty, if any, and (viv) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. At ▇▇▇, Buyer shall pay for (i) one-half the fees and costs due Escrow Agent for its services, (ii) the cost of an updated ALTA Survey the Survey, (iii) the Grantee’s tax (state and local) associated with the sale of the Land and Improvements Property, if any, (if obtained iv) the cost of a standard coverage owner’s policy of title insurance, (v) the cost for extended coverage to the owner’s policy of title insurance, (vi) the cost of all endorsements to such owner’s policy of title insurance requested by Buyer), (iivii) the cost of any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, and (iiiviii) except all other costs to be paid by Buyer under this Agreement. Except as otherwise provided hereinfor in this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment of any fees and costs associated with the transfer of the Licenses and Permits to Buyer (transaction contemplated herein. Except to the extent paid directly by Tenant under the Lease, real estate taxes shall be prorated as of the ▇▇▇ based upon the most currently available final tax ▇▇▇▇ on a cash basis for the calendar year in which the ▇▇▇ occurs, regardless of the year for which such taxes are assessed. All other prorations shall be calculated through escrow as of ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with 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 and Seller 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 are transferable) by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at ▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as contemplated by provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions”). At ▇▇▇, Seller shall pay (i) the costs of releasing all recording costs and feesliens, (ii) the premium for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if anyjudgments, and (v) other fees encumbrances originated by Seller and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer)recording such releases, (ii) any additional title premium payable for recordation and transfer taxes associated with the issuance sale and conveyance of Buyer’s lender’s policy the Properties and the recording of title insurancethe Deeds, which, as determined by Escrow Agent, are paid by sellers by local law or custom, (iii) except as otherwise provided herein, BuyerSeller’s out-of-pocket expenses incurred in connection with its due diligence review portion of the Property, including the cost of any environmental assessments or teststitle premium as provided in Section 6, (iv) the premium for the extended coverage portion one-half of the Title Policy (to fees and costs of the extent Buyer obtains ALTA coverage)Escrow Agent which shall be $300 per Property, (v) all other costs to be paid by Seller under this Agreement. At ▇▇▇, Buyer shall pay (i) one-half of the fees and costs due Escrow Agent for its services which shall be $300 per Property, (ii) any recordation and transfer taxes associated with the sale and conveyance of any endorsements Buyer may requirethe Properties and the recording of the Deeds, which, as determined by Escrow Agent, are paid by buyers by local law or custom, (iii) Buyer’s portion of the title premium as provided in Section 6, and (viiv) except as set forth in Section 10.9, all legal fees and other costs incurred to be paid by Buyer under this Agreement. Except as otherwise provided for in connection herewith this Agreement, Seller and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment transaction. Any other closing costs not specifically designated as the responsibility of any fees either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this AgreementEscrow Agent. Seller hereby agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to protect, indemnify, defend and hold harmless Seller at ▇▇▇. Buyer and shall deposit with Escrow Agent sufficient cash to pay all of Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Dateclosing costs.

Closing Costs. Seller and Buyer shall each pay one-half of the Escrow Agent’s fees and charges. Seller shall pay (i) all recording costs and feesthe cost of the Title Commitment, (ii) ------------- including the cost of the examination of title to the Property made in connection therewith, the premium for the standard coverage portion owner's policy of title insurance issued pursuant thereto (excluding the premium for any special endorsements), the cost of the Title Policyas-built survey obtained by Seller as provided in Paragraph 10(e) hereof, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) the cost of any sales transfer or documentary tax imposed as a result by the State of Colorado or any county or municipality upon the transfer conveyance of the Property to Buyerpursuant hereto, if anythe attorneys' fees of Seller, and (v) all other fees costs and charges which are typically borne expenses incurred by sellers Seller in closing and consummating the jurisdiction where purchase and sale of the Property is located pursuant hereto. Purchaser shall pay the recording fees on the Special Warranty Deed (but not including any items for which Buyer is obligated to pay and quitclaim deed if required pursuant to the next sentence). Buyer shall pay for (iParagraph 12[a] hereof) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer)Property from Seller to Purchaser to be recorded in connection with this transaction, (ii) the premium for any additional title premium payable for the issuance of Buyer’s lender’s special endorsements to Purchaser's owner's policy of title insurance, (iii) except as otherwise provided hereinthe attorneys' fees of Purchaser, Buyer’s out-of-pocket and all other costs and expenses incurred by Purchaser in connection with its due diligence review closing and consummating the purchase and sale of the PropertyProperty pursuant hereto. Seller and Purchaser shall share equally the costs of the escrow established under Paragraph 4 hereof, including the cost fees of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and costs associated with the transfer of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing DateEscrow Agent.

Closing Costs. Seller will pay (a) the cost of the standard portion of the Owner’s Policy, any related search or exam fees, and Buyer shall each pay any endorsements required for Seller’s cure of any Objectionable Matters that Seller elects to use commercially reasonable efforts to cure; (b) the cost of releasing all Voluntary Liens (subject to the applicable provisions of the definition of “Voluntary Liens”); (c) one-half the fees and costs due Escrow Agent for its services; (d) any transfer taxes, documentary taxes and other such fees or charges associated with the sale and conveyance of the Escrow Agent’s fees Property; and charges(e) all other costs to be paid by Seller under this Agreement. Seller shall Buyer will pay Purchase and Sale Agreement [Concept]--[City, State] EAST\76951995.6 (i) all recording costs any additional cost for the extended portion of the Owner’s Policy and feesany endorsements to the Owner’s Policy and any lender’s title policy, if required by Buyer; (ii) the premium for the standard coverage portion cost of the Title Policy, Survey; (iii) except as set forth in Section 10.9, all legal one-half the fees and costs incurred by Seller, due Escrow Agent for its services; and (iv) any sales tax imposed as a result of the transfer of the Property all other costs to Buyer, if any, and (v) other fees and charges which are typically borne be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)under this Agreement. Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except Except as otherwise provided hereinin this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also will each be solely responsible for and bear all of their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the payment transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of any fees either Party in this Agreement will be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to same for the extent the same are transferable) as contemplated by this AgreementProperty’s locale. Seller hereby agrees that all closing costs and charges payable by Seller may be deducted from Seller’s proceeds otherwise payable to protect, indemnify, defend and hold harmless Seller at Closing. Buyer and will deposit with Escrow Agent sufficient cash to pay all of Buyer’s Indemnitees from closing costs and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Datecharges.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions"). At ▇▇▇, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording costs and feessuch releases, (ii) the premium for the standard coverage portion of the Title Policy, one-half (iii1/2) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer tax associated with the sale of the Property to BuyerProperty, if any, and (viii) all other fees costs to be paid by Seller under this Agreement; and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (iw) the cost costs of an updated ALTA Survey of recording the Land Deed and Improvements (if obtained by Buyer)any other documents to be recorded, (iix) any additional title premium payable the fees and costs due Escrow Agent for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Propertyservices, including the cost of any environmental assessments or tests, (ivwithout limitation) the premium for the extended coverage portion Owner's Policy, (y) one-half (1/2) of the Title Policy (to transfer tax associated with the extent Buyer obtains ALTA coverage)sale of the Property, (v) the costs of any endorsements Buyer may requireif any, and (viz) except as set forth in Section 10.9, all legal fees and other costs incurred to be paid by Buyer under this Agreement. Except as otherwise provided for in connection herewith this Agreement, Seller and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also 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 payment 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 ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any fees rent prepaid by Tenant for the period beginning with and costs associated with including the transfer date on which the closing occurs through and including the last day of the Licenses and Permits 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 extent usual and customary allocation of the same are transferable) in the State of Maine. Seller agrees that all closing costs payable by Seller shall be deducted from Seller's proceeds otherwise payable to Seller at ▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay all of Buyer's closing costs. Except as contemplated by provided in this Section 23(a), Seller and Buyer shall each bear their own costs in regard to this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions”). At ▇▇▇, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording costs and feessuch releases, (ii) one-half the premium fees and costs due Escrow Agent for its services; (iii) with respect to 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 ▇▇▇, Buyer shall pay (i) one-half the standard coverage portion fees and costs due Escrow Agent for its services; (ii) the cost of the Title PolicySurveys, (iii) except as set forth in Section 10.9, all legal the deed recording fees and costs incurred by Seller, tax for recordation of the special warranty deed in the applicable recording office; (iv) all costs incurred with any sales 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 consummating the transaction contemplated herein. Real estate taxes 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 current valuation and latest available tax imposed rates. If, as of ▇▇▇, a Property is not taxed as a result 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 ▇▇▇ based on an allocation of the transfer Parties’ respective percentage ownership ratio (determined on a gross acreage basis of the applicable tax parcel(s) as of the date of ▇▇▇, 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 this 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 share of all taxes and assessments attributable thereto. Seller shall provide Buyer with a tax ▇▇▇▇ identifying Buyer’s allocable share of the property taxes due at least ten (10) business days prior to delinquency. Upon payment of Seller’s allocable share of such property taxes, if any, Seller shall provide Buyer with documentation reasonably requested to confirm such payment. If either Party fails to pay its proportionate share of the taxes prior to delinquency, the other Party may, following prior written notice to the nonpaying Party, pay the entire tax ▇▇▇▇ then due. The nonpaying Party shall thereafter pay its respective share of the taxes to the paying Party together with interest on such amount at the 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 ▇▇▇ to cause each Affected Property to be assessed as a separate tax parcel. The provisions of this Section 23(a) shall survive ▇▇▇. If ▇▇▇ for a Property is on or after the 20th day of the calendar month in which such ▇▇▇ occurs, the 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 ▇▇▇ occurs (vthe “Initial Rent”) shall be credited to Buyer at ▇▇▇ (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 fees prorations shall be calculated through escrow as of ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with and charges including the date on which are typically borne by sellers 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 jurisdiction 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 (but not including any items for which Buyer is obligated by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to pay pursuant to the next sentence)Seller at ▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance all of Buyer’s lender’s policy of title insurance, (iii) except closing costs. Except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Buyer obtains ALTA coveragethis Section 23(a), (v) the costs of any endorsements Buyer may require, Seller and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and each bear their own costs associated with the transfer of the Licenses and Permits in regard to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Closing costs shall be allocated between Seller and Buyer as follows: (a) All closing costs for transfer taxes, sales taxes and bulk sales taxes, shall be paid by the party customarily responsible for such costs in each Market where the applicable Property is located. (b) All costs and expenses related to Buyer’s Due Diligence and obtaining new owner’s title insurance policies shall be paid by Buyer. (c) All reasonable and customary costs related to origination of the Seller Financing, including any costs related to mortgaging the Properties, any confirmatory deeds, mortgage recording taxes and any premiums related to obtaining new lender’s insurance policies, shall be paid by Buyer. (d) Buyer and Seller shall each pay one-half of the Escrow Agent’s fees and charges. Seller shall pay (i) all recording costs and fees, (ii) the premium for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant cost payable to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred Escrow Agent in connection with its due diligence review the Extension Deposit. (e) Buyer and Seller shall each pay one-half of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (payable to the extent Buyer obtains ALTA coverage), Indemnity Escrow Agent in connection with the Indemnity Escrow Agreement. (vf) the costs of any endorsements Buyer may require, and (vi) except Except as otherwise expressly set forth in Section 10.9herein, all legal fees Buyer and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer Seller shall also each be solely responsible for the payment all of its own fees of any fees attorneys, consultants or advisers retained or engaged by such party. (g) Buyer and costs associated with the transfer Seller shall each pay one-half of the Licenses and Permits to Buyer cost of the Fairness Opinion. (h) Unless otherwise agreed by the parties in writing, all other closing costs shall be paid by the party customarily responsible for such costs in connection with sales of rental housing properties similar to the extent Properties in the same are transferable) as contemplated applicable Markets, or if the parties cannot ascertain or agree with respect to any such custom, such costs shall be paid one-half by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless each of Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions”). At C▇▇, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording costs and feessuch releases, (ii) one-half the premium fees and costs due Escrow Agent for the standard coverage portion of the Title Policyits services, (iii) except as set forth in Section 10.9the transfer tax associated with the sale of the Properties, all legal fees and costs incurred by Sellerif any, (iv) any sales tax imposed as the cost of a result standard Owner’s Policy corresponding to each of the transfer of the Property to Buyer, if anyProperties, and (v) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. At C▇▇, Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained any additional costs for extended coverage title insurance policies or any endorsements requested by Buyer), (ii) any additional title premium payable one-half the fees and costs due Escrow Agent for the issuance of Buyer’s lender’s policy of title insuranceits services, and (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may requirethe Surveys. Subject to Section 8(b), and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer 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 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 payment of any fees transaction contemplated herein. There shall be no prorations or apportionments hereunder insofar as Tenant, pursuant to the Existing Leases and costs associated with the transfer Leases, shall be required to pay all items usually prorated in transactions of the Licenses and Permits type described herein, including all real property taxes applicable to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to C▇▇. Any other closing costs not specifically designated as the Closing Dateresponsibility of either Party in the Escrow Instructions or in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller at C▇▇. 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 Buyer shall each bear their own costs in regard to this Agreement.

Closing Costs. Seller Costs of closing this transaction will be allocated between Sellers and Buyer shall each pay one-half of the Escrow Agent’s fees and charges. Seller as follows: (a) Sellers shall pay (i) all recording costs and fees, (ii) the premium for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of providing the Land and Improvements (if obtained by Buyer)PTR, (ii) 50% of any additional title premium payable for the issuance escrow fees or similar charges of Buyer’s lender’s policy of title insuranceEscrow Holder, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or teststhe premiums for a "standard coverage" CLTA Owner Policy, (iv) the premium for the extended coverage portion of the Title Policy any and all transfer fees and sales, intangibles, and conveyance taxes (or equivalents) related to the extent Buyer obtains ALTA coverage)Closing, if any, (v) the costs cost of any endorsements Buyer may requirethe Survey, and (vi) except as set forth the costs, if any, incurred by Seller in Section 10.9connection with the performance of its obligations under this Contract, including any endorsement to the Title Policy which Seller, in its sole and absolute discretion, agrees to obtain in order to cure title defects. (b) Buyer shall pay (i) any premiums related to title insurance for extended coverage or any endorsements or modifications to any policy requested by Buyer and all premiums related to any mortgagee policy, (ii) the cost of recording the Deed and any other conveyance documents that Buyer may choose to record, (iii) 50% of any escrow fee or similar charges of Escrow Holder (iv) all costs payable to the Lender in connection with Buyer's assumption of the Existing Loan. (c) All other expenses incurred by any Seller or Buyer with respect to the Closing, including, but not limited to, legal fees of Buyer and costs incurred Seller, will be borne and paid exclusively by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and costs associated with the transfer of the Licenses and Permits to Buyer (party incurring same, without reimbursement, except to the extent the same are transferable) as contemplated by otherwise specified in this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing DateContract.

Closing Costs. Seller will pay (a) the cost of the Owner’s Policy, any related search or exam fees, and Buyer shall each pay any endorsements required for Seller’s cure of any Objectionable Matters, but only to those Objectionable Matters Seller has agreed to cure; (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, recording charges, and other such fees or charges associated with the sale and conveyance of the Escrow Agent’s fees Property; and charges(e) all other costs to be paid by Seller under this Agreement. Seller shall Buyer will pay (i) all recording any additional cost to obtain extended coverage (if Buyer so requires) and additional costs for a lender’s title policy, if required by Buyer and fees, any endorsements requested by Buyer and/or its lender that are not reasonably necessary to cure any Objectionable Matters; (ii) the premium for the standard coverage portion cost of the Title Policy, Survey; (iii) except as set forth in Section 10.9, all legal one-half the fees and costs incurred by Seller, due Escrow Agent for its services; and (iv) any sales tax imposed as a result of the transfer of the Property all other costs to Buyer, if any, and (v) other fees and charges which are typically borne be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)under this Agreement. Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except Except as otherwise provided hereinin this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also will each be solely responsible for and bear all of their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the payment transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of any fees either Party in this Agreement will be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to same by Escrow Agent for the extent the same are transferable) as contemplated by this AgreementProperty’s locale. Seller hereby agrees that all closing costs and charges payable by Seller may be deducted from Seller’s proceeds otherwise payable to protect, indemnify, defend and hold harmless Seller at Closing. Buyer and will deposit with Escrow Agent sufficient cash to pay all of Buyer’s Indemnitees from closing costs and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Datecharges.

Closing Costs. At each Closing, with respect to the Sites that are the subject of such Closing, Seller will pay the costs allocated as Seller’s costs pursuant to Schedule 5.6 attached to this Agreement, 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 and all other costs this Agreement expressly requires Seller to pay. At each Closing, with respect to the Sites that are the subject of such Closing, Buyer shall each will pay one-half the costs allocated as Buyer’s costs pursuant to Schedule 5.6 attached to this Agreement, the cost of the Escrow Agent’s fees and charges. Seller shall pay (i) all recording costs and fees, (ii) the premium for the standard coverage portion of the Title Policy, any new or updated Surveys obtained by Buyer; (iii) except as set forth in Section 10.9, all legal fees and other costs incurred by Seller, (iv) any sales this Agreement expressly requires Buyer to pay. In event that a leasehold transfer tax imposed is levied against a Site as a result of Buyer recording an assignment of a lease, Buyer shall be responsible for such leasehold transfer tax. In the event that a leasehold transfer tax is levied against a Site as a result of a required disclosure applicable to any Site, the allocation of the Property to Buyerleasehold transfer tax shall be governed by Schedule 5.6. Except as otherwise expressly provided for in this Agreement, if anySeller and Bu▇▇▇ ▇ill 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 (v) other fees advisors and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including consultants incurred at any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred time in connection with its due diligence review pursuing or consummating the transaction contemplated by this Agreement. Any other closing costs and charges not specifically designated as the responsibility of either Party in this Agreement will be paid by the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (Parties with respect to each Site according to the extent Buyer obtains ALTA coverage), (v) the usual and customary allocation/apportionment of such costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers Escrow Agent in the jurisdiction in which the Property such Site is located. Buyer shall also be solely responsible for and Seller agree that there is little or no Personal Property included within the payment of any fees Property and costs associated with the transfer no portion of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against Purchase Price for any and all Losses incurred by Buyer Site will be allocated or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing DatePersonal Property.

Closing Costs. Seller will pay (a) the cost for the standard portion of the Owner’s Policy and Buyer shall each pay any endorsements to the Owner's Policy which Seller agrees (in Seller's sole discretion pursuant to Section 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 Escrow Agent’s fees and charges. Seller shall pay (i) all recording costs and fees, (ii) the premium for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal fees and costs incurred due Escrow Agent for its services (other than search costs, which will be paid entirely by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, ); and (vd) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. Buyer shall will pay for (i) the cost of an updated ALTA Survey any endorsements to the Owner’s Policy requested by Buyer and/or lender, and any lender's title policy, along with one-half (1/2) of the Land fees and Improvements costs due Escrow Agent (if obtained other than search costs, which will be paid entirely by BuyerSeller), ; (ii) any additional title premium payable for the issuance cost of Buyer’s lender’s policy of title insurance, the Survey; (iii) except the cost attributable to the extended portion of the Owner’s Policy; and (iv) all other costs to be paid by Buyer under this Agreement. Except as otherwise provided hereinin this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also will each be solely responsible for and bear all of their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the payment transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of any fees either Party in this Agreement will be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to same by Escrow Agent for the extent the same are transferable) as contemplated by this AgreementProperty's locale. Seller hereby agrees that all closing costs and charges payable by Seller may be deducted from Seller's proceeds otherwise payable to protect, indemnify, defend and hold harmless Seller at Closing. Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure will deposit with Escrow Agent sufficient cash to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation all of the Hotel thereon during the period prior to the Closing DateBuyer's closing costs and charges.

Closing Costs. As to each Property, Seller will pay (a) the cost of the Owner’s Policy, any related search or exam fees, and Buyer shall each pay 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 of the Escrow Agent’s fees and costs due Escrow Agent for its services; (d) any transfer taxes, documentary taxes, mansion taxes, recording charges, and other such fees or charges associated with the sale and conveyance of such Property; and (e) all other costs to be paid by Seller under this Agreement. Seller shall As to each Property, Buyer will pay (i) all recording costs and feesany additional cost for a lender’s title policy, if required by Buyer; (ii) the premium for the standard coverage portion cost of the Title Policy, Survey; (iii) except as set forth in Section 10.9, all legal one-half the fees and costs incurred by Seller, due Escrow Agent for its services; and (iv) any sales tax imposed as a result of the transfer of the Property all other costs to Buyer, if any, and (v) other fees and charges which are typically borne be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)under this Agreement. Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except Except as otherwise provided hereinin this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also will each be solely responsible for and bear all of their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the payment transactions contemplated hereby. Any other closing costs for a Property that are not specifically designated as the responsibility of any fees either Party in this Agreement will be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this AgreementEscrow Agent for such Property’s locale. Seller hereby agrees that all closing costs and charges payable by Seller may be deducted from Seller’s proceeds otherwise payable to protect, indemnify, defend and hold harmless Seller at Closing. Buyer and will deposit with Escrow Agent sufficient cash to pay all of Buyer’s Indemnitees from closing costs and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Datecharges.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions”). At ▇▇▇, Seller shall pay (i) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases (unless incurred as a result of Buyer’s access, investigations and studies on or about the Property), (ii) one-half the fees and costs due Escrow Agent for its services, (iii) the transfer tax or excise tax associated with the sale of the Property, if any; and fees(iv) all other costs to be paid by Seller under this Agreement. At ▇▇▇, Buyer shall pay (i) one-half the fees and costs due Escrow Agent for its services, (ii) the premium for the standard coverage portion cost of the Title PolicySurvey, (iii) except as set forth in Section 10.9the cost of the Report and the premiums for the title policies and endorsements requested by Buyer and its lender, all legal fees if applicable; and costs incurred by Seller, (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 sales time in connection with pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax imposed as a result rates, unless Tenant is responsible for all such taxes in accordance with the provisions of the transfer Lease. All prorations shall be calculated through escrow as of ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with 21 and including the date on which the closing occurs through and including the last day of the Property to Buyermonth in which the closing occurs. All other credits and debits (e.g. in the event of prepaid utilities or expenses, if any, and paid by Seller as landlord under the Lease) to Buyer shall be similarly prorated. If ▇▇▇ is on or after the 20th day of the calendar month in which ▇▇▇ occurs, the monthly base rent due to Buyer under the terms of the Lease for the full calendar month of the month following the day on which ▇▇▇ occurs (vthe “Initial Rent”) shall be credited to Buyer at ▇▇▇ (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other fees and charges which are typically borne by sellers closing costs not specifically designated as the responsibility of either Party in the jurisdiction where the Property is located (but not including any items for which Escrow Instructions or in this Agreement shall be paid by Seller and Buyer is obligated to pay pursuant according to the next sentence)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 Seller at ▇▇▇. Buyer shall deposit with Escrow Agent sufficient cash to pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance all of Buyer’s lender’s policy of title insurance, (iii) except closing costs. Except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Buyer obtains ALTA coveragethis Section 23(a), (v) the costs of any endorsements Buyer may require, Seller and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and each bear their own costs associated with the transfer of the Licenses and Permits in regard to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller will pay (a) the cost of the Owner’s Policy, any related search or exam fees, and Buyer shall each pay 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, mansion taxes, recording charges, and other such fees or charges associated with the sale and conveyance of the Escrow Agent’s fees Property; and charges(e) all other costs to be paid by Seller under this Agreement. Seller shall Buyer will pay (i) all recording costs and feesany additional cost for a lender’s title policy, if required by Buyer; (ii) the premium for the standard coverage portion cost of the Title Policy, Survey; (iii) except as set forth in Section 10.9, all legal one-half the fees and costs incurred by Seller, due Escrow Agent for its services; and (iv) any sales tax imposed as a result of the transfer of the Property all other costs to Buyer, if any, and (v) other fees and charges which are typically borne be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)under this Agreement. Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except Except as otherwise provided hereinin this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also will each be solely responsible for and bear all of their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the payment transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of any fees either Party in this Agreement will be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to same by Escrow Agent for the extent the same are transferable) as contemplated by this AgreementProperty’s locale. Seller hereby agrees that all closing costs and charges payable by Seller may be deducted from Seller’s proceeds otherwise payable to protect, indemnify, defend and hold harmless Seller at Closing. Buyer and will deposit with Escrow Agent sufficient cash to pay all of Buyer’s Indemnitees from closing costs and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Datecharges.

Closing Costs. Seller shall pay (1) all state and county transfer taxes payable in connection with the sale contemplated herein, and (2) 50% of all escrow charges. Buyer shall pay (1) 50% of all escrow charges, (2) all title insurance premium costs for the Owner’s Policy it obtains, including all endorsements, (3) the costs to update the Survey, and (4) all fees, costs or expenses in connection with Buyer’s due diligence reviews hereunder. Any other closing costs shall be allocated in accordance with local custom. Seller and Buyer shall each pay one-half their respective shares of prorations as hereinafter provided. Notwithstanding anything to the Escrow Agent’s fees and charges. Seller contrary herein, Buyer shall pay to Seller on the Closing Date, in addition to the Purchase Price, an amount equal to the “Seller Closing Cost Amount” (i) all recording costs and feesas hereinafter defined). As used herein, the “Seller Closing Cost Amount” means (iia) the premium for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal fees and closing costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, and (v) other fees and charges which are typically borne by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer Seller is obligated to pay pursuant under the first sentence of this Section 5.3, and (b) any brokerage commissions Seller is responsible to pay to Seller’s Broker. If Buyer assigns this Agreement, then notwithstanding anything to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred contrary in connection with its due diligence review of the Propertythis Agreement, including the cost provisions of Section 10.7, or the instrument effecting such assignment (including any environmental assessments or testsassumption therein contained), the assignee shall have no obligation (ivand the assignor shall not be released from the obligation) to make such payment. For purposes of greater clarity, if Buyer assigns this Agreement, then such obligation of Buyer to pay the premium for Seller Closing Cost Amount shall be deemed excluded from any assumption by the extended coverage portion assignee of the Title Policy obligations of Buyer under this Agreement (to notwithstanding the extent Buyer obtains ALTA coverageterms of such assumption), and the assignor shall remain liable for such obligation (v) it being the costs intent of any endorsements the parties that only the initial Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer under this Agreement shall also be solely responsible for the payment of any fees and costs associated with the transfer of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing DateCost Amount).

Closing Costs. Seller Purchaser shall pay: (a) all title examination fees and Buyer shall each pay premiums for the Title Policy and any endorsements thereto; (b) the charges and costs of any Survey, environmental assessments, building assessments or other inspections which it may commission of the Property during the Due Diligence Period; (c) the charges for or in connection with the recording and/or filing of any instrument or document provided herein or contemplated by this Agreement or any agreement or document described or referred to herein; (d) Purchaser’s legal, accounting and other professional fees; and (e) one-half of the Escrow Agent’s fees charges by the Title Company for escrow services for the ▇▇▇▇▇▇▇ Money Deposits and chargesclosing escrow fees. Seller shall pay pay: (ia) Seller’s legal, accounting and other professional fees and expenses and the cost of all certificates, instruments, documents and papers required to be delivered, or to cause to be delivered, by Seller hereunder, including without limitation, the cost of performance by Seller of its obligations hereunder; (b) all recording costs and fees, on documents necessary for Seller to clear title (iito the extent required of it hereunder) other than the premium Permitted Exceptions; (c) one-half of the charges by the Title Company for escrow services for the standard coverage portion of the Title Policy, (iii) except as set forth in Section 10.9, all legal fees ▇▇▇▇▇▇▇ Money Deposits and costs incurred by Seller, (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, closing escrow fees; and (vd) all transfer taxes payable in connection with the delivery for recording of any title transfer instrument or document by Seller provided in or contemplated by this Agreement or any agreement or commitment described or referred to herein;. Purchaser and Seller shall each be responsible for other fees and charges which are typically borne by sellers costs in the jurisdiction usual and customary manner for this kind of transaction in the county where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence). Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except as otherwise provided herein, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also be solely responsible for the payment of any fees and costs associated with the transfer of the Licenses and Permits to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller and Buyer shall each agree to pay one-half of 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 Agent’s fees and chargesInstructions"). At COE, Seller shall pay (i) the costs of releasing all liens, judgment▇, and other encumbrances that are to be released and of recording costs and feessuch releases, (ii) one half the premium fees and costs due Escrow Agent for the standard coverage portion of the Title Policyits services, (iii) except as set forth in Section 10.9, all legal fees and costs incurred by Seller, (iv) any sales the transfer tax imposed as a result associated with the sale of the transfer of the Property to BuyerProperty, if any, and (viv) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)Seller under this Agreement. Buyer shall pay one half the fees and costs due Escrow Agent for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except its services. Except as otherwise provided hereinfor in this Agreement, Buyer’s out-of-pocket Seller and Buyer will each be CVS Alpharetta, GA 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 its due diligence review pursuing or consummating the transaction contemplated herein. Real estate taxes shall be prorated based upon the current valuation and latest available tax rates. All prorations shall be calculated through escrow as of COE based upon the latest available information, including, without ▇▇▇itation, 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, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction month in which the Property is locatedclosing 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 by Escrow 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 also be solely responsible for the payment of any fees deposit with Escrow Agent sufficient cash to pay al▇ ▇f Buyer's closing costs. Except as provided in this Section 23(a), Seller and Buyer shall each bear their own costs associated with the transfer of the Licenses and Permits in regard to Buyer (to the extent the same are transferable) as contemplated by this Agreement. Seller hereby agrees to protect, indemnify, defend and hold harmless Buyer and Buyer’s Indemnitees from and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Date.

Closing Costs. Seller will pay (a) the cost of a standard coverage Owner’s Policy, any related search or exam fees, and Buyer shall each pay any endorsements required for Seller’s cure of any Objectionable Matters; (b) the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases; (c) one-half the fees and costs due Escrow Agent for its services; (d) any transfer taxes, documentary taxes, recording charges, and other such fees or charges typically associated with the sale and conveyance of the Escrow Agent’s fees Property; and charges(e) all other costs to be paid by Seller under this Agreement. Seller shall Buyer will pay (i) all recording costs any additional cost for a lender’s title policy, if required by Buyer, and fees, the cost of adding extended coverage to the Owner’ Policy; (ii) the premium for the standard coverage portion cost of the Title Policy, Survey; (iii) except as set forth in Section 10.9, all legal one-half the fees and costs incurred by Seller, due Escrow Agent for its services; (iv) any sales tax imposed as a result of the transfer of the Property to Buyer, if any, fees and costs due Local Title Agent for its services; and (v) all other fees and charges which are typically borne costs to be paid by sellers in the jurisdiction where the Property is located (but not including any items for which Buyer is obligated to pay pursuant to the next sentence)under this Agreement. Buyer shall pay for (i) the cost of an updated ALTA Survey of the Land and Improvements (if obtained by Buyer), (ii) any additional title premium payable for the issuance of Buyer’s lender’s policy of title insurance, (iii) except Except as otherwise provided hereinin this Agreement, Buyer’s out-of-pocket expenses incurred in connection with its due diligence review of the Property, including the cost of any environmental assessments or tests, (iv) the premium for the extended coverage portion of the Title Policy (to the extent Seller and Buyer obtains ALTA coverage), (v) the costs of any endorsements Buyer may require, and (vi) except as set forth in Section 10.9, all legal fees and costs incurred by Buyer in connection herewith and all other fees and charges which are typically borne by buyers in the jurisdiction in which the Property is located. Buyer shall also will each be solely responsible for and bear all of their own expenses, including without limitation any expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the payment transactions contemplated hereby. Any other closing costs not specifically designated as the responsibility of any fees either Party in this Agreement will be paid by Seller and costs associated with Buyer according to the transfer usual and customary allocation of the Licenses and Permits to Buyer (to same by Escrow Agent for the extent the same are transferable) as contemplated by this AgreementProperty’s locale. Seller hereby agrees that all closing costs and charges payable by Seller may be deducted from Seller’s proceeds otherwise payable to protect, indemnify, defend and hold harmless Seller at Closing. Buyer and will deposit with Escrow Agent sufficient cash to pay all of Buyer’s Indemnitees from closing costs and against any and all Losses incurred by Buyer or Buyer’s Indemnitees arising out of Seller’s failure to pay any taxes, assessments, fees or other governmental charges levied upon Seller’s assets, sales, operations or income or otherwise attributable to the Property or the operation of the Hotel thereon during the period prior to the Closing Datecharges.