Common use of Income and Expense Allocations Clause in Contracts

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors and the Acquiror. The Contributors shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror collects same, such amounts will be promptly remitted to Contributors in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors and the Acquiror. The Contributors shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only All adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the partiesAcquiror pursuant to Section 2.3(d). Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror collects same, such amounts will be promptly remitted to Contributors in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income(a) At Closing, except any Intangible Personal Property, all income and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound generally accepted accounting principles consistently applied, shall be allocated between the Contributors Seller and the AcquirorPurchaser as of the Closing Date. The Contributors Seller shall be entitled to all income (income, including all cash box receipts and cash credits for unused expendables)the Tray Ledger, and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Purchaser shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only Without limiting the generality of the foregoing, Seller shall pay to Purchaser or Purchaser shall pay to Seller at Closing, or there shall be an appropriate Closing adjustment for, the net cash payable to the Purchaser or Seller, as appropriate, based on the allocation set forth above. All adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements statement or may be done outside the settlement statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the settlement statementsstatements or submit to the parties as appropriate) and if on the settlement statement shall increase or decrease (as the case may be) the amount balance of the Purchase Price payable by the AcquirorPurchaser at Closing. All other such adjustments The Seller shall be made by separate agreement between pay at Closing all special assessments and taxes applicable to the parties Property and shall be payable by check or wire directly between relating to the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receiptsperiod prior to Closing. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror collects same, such amounts will be promptly remitted to Contributors in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred paid by the Contributors Seller or the Acquiror Purchaser with respect to the Property after the date of Closing Date shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors . (c) Purchaser shall pay at Closing all special assessments and taxes applicable have no obligation to collect any accounts receivable allocable to the Propertyperiod prior to Closing. The certificates evidencing All income attributable to the Contributors' ownership of Property collected by the Partnership Units will Purchaser after the Closing Date shall be dated as of first applied against accounts receivable and other obligations allocable to the period after the Closing Date, and . The Seller shall not xxx an obligor with respect to the Contributors will be entitled to any dividends accruing thereon on and Property that maintains a contractual relationship with the Purchaser after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Contributor and the Acquiror. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables)income, and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the date of Closing (the "Effective Date"), and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Datedate of Closing. Only All adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the partiesAcquiror pursuant to Section 2.4(d). Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Datedate of Closing: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating AgreementsAgreements to be assigned to and assumed by the Acquiror. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Contributor prior to the Closing Effective Date for dates after the Closing Datedate of Closing, all of which Acquiror shall honor. (h) Current insurance premiums. The Tray Ledger shall be retained by the ContributorsContributor. The Contributors Contributor shall be required to pay all sales taxes and similar impositions currently up to the Closing Datedate of Closing. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the date of Closing Date for ContributorsContributor, but if Acquiror collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Contributor shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the ContributorsTransferees' ownership of the Partnership LP Units will be dated as of the Closing Datedate of Closing, and the Contributors Transferees will be entitled to any dividends accruing thereon on and after the Closing Datedate of Closing.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Contributor and the Acquiror. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the date of Closing (the "Effective Date"), and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Datedate of Closing. Only All adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the partiesAcquiror pursuant to Section 2.4(d). Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Datedate of Closing: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating AgreementsAgreements to be assigned to and assumed by the Acquiror. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Contributor prior to the Closing Effective Date for dates after the Closing Datedate of Closing, all of which Acquiror shall honor. (h) Current insurance premiums. The Tray Ledger shall be retained by the ContributorsContributor. The Contributors Contributor shall be required to pay all sales taxes and similar impositions currently up to the Closing Datedate of Closing. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the date of Closing Date for ContributorsContributor, but if Acquiror collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bill or other evidence of the applicable thx xpplicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Contributor shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the ContributorsTransferees' ownership of the Partnership LP Units will be dated as of the Closing Datedate of Closing, and the Contributors Transferees will be entitled to any dividends accruing thereon on and after the Closing Datedate of Closing.

Income and Expense Allocations. All income, except from any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently appliedGAAP, shall be allocated between the Contributors Contributor and the Acquiror. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses accrued for the period of time up to but not including 12:01 a.m. on the Closing Datedate of Closing, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Datedate of Closing. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorAcquiror pursuant to Section 2.4. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be so allocated as of the Closing DateClosing: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts paid under the Operating AgreementsAgreements to be assigned to and assumed by the Acquiror. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Contributor prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. (h) The Tray Ledger, which shall be equally divided between the parties. The Tray Ledger shall be retained by the Contributors. The Contributors Contributor shall be required to pay all sales and use taxes and similar impositions currently up relating to the Closing Dateconduct of business at the Property currently through the date of Closing, but excluding those arising from the Contribution. Acquiror shall not be obligated to collect any accounts receivable or revenues revenues, which Acquiror or its Affiliate has not purchased from Contributor, accrued prior to the Closing Date for ContributorsContributor, but if Acquiror collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or bill xx other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Acquiror is assuming, pursuant to Section 2.4(b)(i), accrued but unpaid interest under the Mortgage Documents; such amount shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will not be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Datepro-rated for income or expense purposes.

Income and Expense Allocations. All income, except any Intangible Personal Property, income and expenses with --------------------------------- respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors Sellers and the AcquirorLLC. The Contributors Sellers shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror LLC shall be entitled to all income and responsible for all expenses for the period of time from, after and including 12:01 a.m. on the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation Date as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquirorper Section 5.15 of this Agreement. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire transfer directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror Purchaser elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Sellers prior to the Closing Date for dates after the Closing Date, all of which Acquiror Purchaser shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors Sellers shall be required to pay all sales taxes and similar impositions currently up on revenues generated from the Hotelup to the Closing Date. Acquiror The LLC shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsSellers, but if Acquiror the LLC collects same, such amounts will be promptly remitted to Contributors Sellers in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Sellers or the Acquiror LLC with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Sellers shall pay at Closing all special assessments and taxes applicable to the PropertyProperty which are due on or before the Closing. The certificates evidencing assignment of membership interest transferring the Contributors' Sellers ownership of the Partnership Units Interests will be dated as of the Closing Date, and the Contributors Sellers will be entitled to any dividends accruing distributions thereon on and after before the Closing Date.

Income and Expense Allocations. All income, except from any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently appliedGAAP, shall be allocated between the Contributors Contributor and the Acquiror. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses accrued for the period of time up to but not including 12:01 a.m. on the Closing Datedate of Closing, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Datedate of Closing. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorAcquiror pursuant to Section 2.4. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be so allocated as of the Closing DateClosing: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts paid under the Operating AgreementsAgreements to be assigned to and assumed by the Acquiror. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Contributor prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. (h) The Tray Ledger, which shall be equally divided between the parties. The Tray Ledger shall be retained by the Contributors. The Contributors Contributor shall be required to pay all sales and use taxes and similar impositions currently up relating to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror collects same, such amounts will be promptly remitted to Contributors in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case conduct of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.business

Income and Expense Allocations. All income, except any Intangible ------------------------------- Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors and the AcquirorAcquirors. The Contributors shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Acquirors shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorAcquirors. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects Acquirors elect to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror Acquirors shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror Acquirors shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror collects Acquirors collect same, such amounts will be promptly remitted to Contributors in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors or the Acquiror Acquirors with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. (a) All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Seller and the AcquirorPurchaser. The Contributors Seller shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Purchaser shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Dateat Closing: (ai) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts.; (bii) Real estate and personal property taxes.; (ciii) Amounts under the Operating Agreements.Operative Agreements to be assigned to and assumed by Purchaser or Purchaser’s Hotel Lessee; (div) Utility charges (including including, but not limited to to, charges for water, sewer and electricity).; (ev) WagesLicense and permit fees, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ.where transferable; (fvi) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsSeller, including any taxes.; (gvii) All prepaid reservations and contracts for rooms confirmed by Contributors the Seller prior to the Closing Date for dates after the Closing Date, all of which Acquiror Purchaser shall honor; and (viii) All revenues from operations, including, without limitation, guest room rentals, revenue from the minibars (if any), banquet rooms rentals, vending machines, coin telephones, and other income-producing equipment arising through 12:01 a.m. Pacific Standard Time on the Closing Date (“Cut-off Time”) shall belong to the Seller. The Tray Ledger All revenues from operations, including, without limitation, guest room rentals, revenue from the minibars (if any), banquet rooms rentals, vending machines, coin telephones, and other income producing equipment arising after the Cut-off Time shall belong to the Purchaser. Notwithstanding the foregoing, all revenue from guest room rentals for the evening before the Closing Date through the check out time on the Closing Date shall belong to the Seller. All prepaid rentals, room rental deposits, and all other deposits for advance reservations and Bookings for the period after the Closing, shall be retained by credited to the ContributorsPurchaser. (b) The Seller shall receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. At Closing, the Seller shall sell to Purchaser, and Purchaser shall purchase from the Seller, all xxxxx cash funds located at the Property. (c) The Contributors Seller shall be required to pay all sales taxes and similar impositions currently with respect to the Hotel operations, up to the Closing Date. Acquiror Cut-off Time. (d) The Purchaser shall not be obligated use commercially reasonable efforts, in the ordinary course of its operations, to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributorson behalf of the Seller, but if Acquiror the Purchaser collects same, the Purchaser will promptly remit to the Seller such amounts will be promptly remitted to Contributors in the form received. Accounts receivable shall be paid to the Seller or retained by the Purchaser according to the date for which such accounts receivable are paid (as indicated by the party making such payment). (e) If accurate allocations of any item cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills)obtainable, the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Seller or the Acquiror Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. (a) All income, except any Intangible Personal Property, and expenses with respect to the Property or the Utility Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Seller and the AcquirorPurchaser. The Contributors Seller shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Purchaser shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Dateat Closing: (ai) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts.receipts (the obligations with respect to which the Purchaser hereby assumes); (bii) Real estate and personal property taxes.; (ciii) Amounts under Operative Agreements or Utility Operative Agreements to be assigned to and assumed by the Operating Agreements.Purchaser or its lessee; (div) Utility charges (including but not limited to charges for waterLicense and permit fees, sewer and electricity).where transferable; (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (fv) Value of fuel stored on the Property or the Utility Property at the price paid for such fuel by the ContributorsSeller, including any taxes.; (gvi) All prepaid reservations and contracts for rooms confirmed by Contributors the Seller prior to the Closing Date for dates after the Closing Date, all of which Acquiror Purchaser shall honor; and (vii) The Tray Ledger. (b) Prior to the Closing, the Purchaser and the Seller shall cooperate to arrange for utility services to the Property to be discontinued in the Seller’s name, as of the day immediately prior to the Closing Date, and to be reinstated in the Purchaser’s name, as of the Closing Date. In the event that the foregoing cannot be effectuated, then the Seller shall furnish readings of the applicable utility meters to a date not more than thirty (30) days prior to the Closing Date, and the unfixed charges, if any, based thereon for the intervening time, shall be apportioned on the basis of such last readings. The Tray Ledger Seller shall be retained receive a credit for the amounts of any deposits on account with utility companies servicing the Property or the Utility Property (and the Seller and the Purchaser each agrees to cooperate to effectuate the transfer of any such deposits), provided that, at the Seller’s option, the Seller will obtain a refund of any such utility deposits in effect and Purchaser shall provide Purchaser’s own utility deposits directly to the applicable utility companies, in which event the Seller shall not receive a credit for the amount of any such deposits. In addition, at the Closing the Seller shall transfer to the Purchaser any required escrow or reserve accounts maintained by the ContributorsSeller in connection with the Sewage Facilities, and the Seller shall receive a credit for the aggregate amount of such escrow or reserve accounts. (c) The Seller shall receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. At Closing, the Seller shall sell to Purchaser, and Purchaser shall purchase from the Seller, all xxxxx cash funds located at the Property or the Utility Property. (d) The Contributors Seller shall be required to pay all sales taxes and similar impositions currently up in respect of the Property and the Utility Property applicable to the period prior to the Closing Date. Acquiror , and the Purchaser shall be required to pay all sales taxes and similar impositions applicable to the period from and after the Closing Date. (e) The Purchaser shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributorson behalf of the Seller, but if Acquiror shall cooperate, at the Seller’s cost, in connection with any collection efforts. If the Purchaser collects same, the Purchaser will remit to the Seller such amounts will be promptly remitted to Contributors in the form received. received within ten (10) days of such collection. (f) If accurate allocations of any item cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills)obtainable, the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Seller or the Acquiror Purchaser with respect to the Property or the Utility Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. . (g) The Contributors provisions of this Section 6.5 shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of survive the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Datefor one (1) year.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Seller and the AcquirorPurchaser. The Contributors Seller shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Datedate of Closing, and the Acquiror Purchaser shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Datedate of Closing. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorPurchaser pursuant to Section 2.4. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Dateat Closing: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under Operating Agreements to be assigned to and assumed by the Operating AgreementsPurchaser. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by the Seller, including any taxes. (f) All prepaid reservations and contracts for rooms confirmed by Seller prior to the Closing Date for dates after the Closing Date, all of which the Purchaser shall honor. (g) The Room Ledger, if any, shall be divided equally between the parties. (h) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror Purchaser elects to employ. (fi) Value Such other items as are usually and customarily prorated between purchasers and sellers of fuel stored on hotel properties in the area where the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honoris located. The Tray Ledger shall be retained by the Contributors. The Contributors Seller shall be required to pay all sales taxes and similar impositions currently up to to, but not including, the Closing Datedate of Closing. Acquiror Purchaser shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsSeller, but if Acquiror Purchaser collects same, such amounts will be promptly remitted to Contributors Seller in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or bill xx other evidence of the applicable income or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any income received or expense incurred by the Contributors Seller or the Acquiror Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Seller shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing Property then due and owing except real estate taxes, which shall be prorated between the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Dateparties.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors Contributor and the Acquiror. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including 12:01 a.m. on the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Contributor prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the ContributorsContributor. The Contributors Contributor shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsContributor, but if Acquiror collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Contributor shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' Contributor's ownership of the Partnership Units Interests will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All (a) With respect to each Property, all income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Sellers and the AcquirorPurchaser. The Contributors Sellers shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Purchaser shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Dateat Closing: (ai) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts.; (bii) Real estate and personal property taxes.; (ciii) Amounts under the Operating Agreements.Operative Agreements to be assigned to and assumed by Purchaser; (div) Utility charges (including but not limited to charges for water, sewer and electricity).; (ev) WagesLicense and permit fees, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ.where transferable; (fvi) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsSellers, including any taxes.; (gvii) All prepaid reservations and contracts for rooms confirmed by Contributors the Sellers prior to the Closing Date for dates after the Closing Date, all of which Acquiror Purchaser shall honor. ; (viii) The Tray Ledger Ledger, which shall be retained by divided equally between the Contributorsparties; and (ix) Ground rent under the Courtyard Ground Lease. (b) Each Seller shall receive a credit for any prepaid expenses accruing to periods on or after the Closing Date. At Closing, each Seller shall sell to Purchaser, and Purchaser shall purchase from each Seller, all xxxxx cash funds located at each Property. (c) The Contributors Buyer shall receive the following credit for the refurbishment of each of the Hotels, at the closing of the applicable Hotel: Two Hundred Sixty-Six Thousand Six Hundred Sixty-Six and 66/100 Dollars ($266,666.66) at the closing for each of the Hampton Inn, Springhill Suites and Courtyard and Four Hundred Thousand and No/100 Dollars ($400,000.00) for the Residence Inn. (d) The Sellers shall be required to pay all sales taxes and similar impositions currently up to through the Closing Date. Acquiror date of Closing. (e) The Purchaser shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributorson behalf of the Sellers, but if Acquiror the Purchaser collects same, the Purchaser will promptly remit to the Sellers such amounts will be promptly remitted to Contributors in the form received. . (f) If accurate allocations of any item cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills)obtainable, the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Sellers or the Acquiror Purchaser with respect to the Property Properties after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors Contributor and the AcquirorAcquirer. The Contributors Contributor shall be entitled to its share of all income (including all cash box receipts and cash credits for unused expendables), and responsible for its share of all expenses for the period of time up to but not including 12:01 a.m. 11:59 P.M. on the Closing Apportionment Date, and the Acquiror Acquirer shall be entitled to all income and responsible for all expenses for the period of time from, after and including 11:59 P.M. on the Closing Apportionment Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorAcquirer. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror Acquirer elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Contributor prior to the Closing Date for dates after the Closing Date, all of which Acquiror Acquirer shall honor. The Tray Ledger shall be retained by the ContributorsContributor. The Contributors Contributor shall be required to pay its share of all sales taxes and similar impositions currently up to the Closing Date. Acquiror Acquirer shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsContributor, but if Acquiror Acquirer collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror Acquirer with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Contributor shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' Contributor’s ownership of the Partnership Units Interests will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors and the AcquirorAcquirer. The Contributors shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Acquirer shall be entitled to all income and responsible for all expenses for the period of time from, after and including 12:01 a.m. on the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorAcquirer. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror Acquirer elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror Acquirer shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror Acquirer shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror Acquirer collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors or the Acquiror Acquirer with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ’ ownership of the Partnership Units Interests will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income(a) At Closing, except any Intangible Personal Property, all income and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound generally accepted accounting principles consistently applied, shall be allocated between the Contributors Contributor and the AcquirorAcquiror as of the Closing Date. The Contributors Contributor shall be entitled to all income (income, including all cash box receipts and cash credits for unused expendables)the Tray Ledger, and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only Without limiting the generality of the foregoing, Contributor shall pay to Acquiror or Acquiror shall pay to Contributor at Closing, or there shall be an appropriate Closing adjustment for, the net cash payable to the Acquiror or Contributor, as appropriate, based on the allocation set forth above. All adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements statement or may be done outside the settlement statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the settlement statementsstatements or submit to the parties as appropriate) and if on the settlement statement shall increase or decrease (as the case may be) the amount balance of the Purchase Price payable by the AcquirorAcquiror at Closing. All other such adjustments The Contributor shall be made by separate agreement between pay at Closing all special assessments and taxes applicable to the parties Property and shall be payable by check or wire directly between relating to the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receiptsperiod prior to Closing. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror collects same, such amounts will be promptly remitted to Contributors in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred paid by the Contributors Contributor or the Acquiror with respect to the Property after the date of Closing Date shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors . (c) Acquiror shall pay at Closing all special assessments and taxes applicable have no obligation to collect any accounts receivable allocable to the Propertyperiod prior to Closing. The certificates evidencing All income attributable to the Contributors' ownership of Property collected by the Partnership Units will Acquiror after the Closing Date shall be dated as of first applied against accounts receivable and other obligations allocable to the period after the Closing Date, and . The Contributor shall not xxx an obligor with respect to the Contributors will be entitled to any dividends accruing thereon on and Property that maintains a contractual relationship with the Acquiror after the Closing Date.

Income and Expense Allocations. (a) All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Seller and the AcquirorPurchaser. The Contributors Seller shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Purchaser shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Dateat Closing: (ai) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts.; (bii) Real estate and personal property taxes.; (ciii) Amounts under the Operating Agreements.Operative Agreements to be assigned to and assumed by Purchaser, Purchaser’s property manager, lessee or designee; (div) Utility charges (including but not limited to charges for water, sewer and electricity).; (ev) WagesLicense and permit fees, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ.where transferable; (fvi) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsSeller, including any taxes.; (gvii) All prepaid reservations and contracts for rooms confirmed by Contributors the Seller prior to the Closing Date for dates after the Closing Date, all of which Acquiror Purchaser shall honor. ; (viii) The Tray Ledger Ledger, which shall be retained divided equally between the parties; and (ix) All secured balances on the Guest Ledger which Purchaser will purchase at face amount subject to a three percent (3%) discount for any balances secured by credit cards. (b) The Seller shall receive a credit for any prepaid expenses accruing to periods on or after the ContributorsClosing Date. At Closing, the Seller shall sell to Purchaser, and Purchaser shall purchase from the Seller, all xxxxx cash funds located at the Property. (c) The Contributors Seller shall be required to pay all sales taxes taxes, hotel occupancy taxes, and similar impositions currently up to through the Closing Date. Acquiror date of Closing. (d) The Purchaser shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributorson behalf of the Seller, but if Acquiror the Purchaser collects same, the Purchaser will promptly remit to the Seller such amounts will be promptly remitted to Contributors in the form received. . (e) If accurate allocations of any item cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills)obtainable, the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Seller or the Acquiror Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible ------------------------------ Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors Contributor and the Acquiror. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including 12:01 a.m. on the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Contributor prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the ContributorsContributor. The Contributors Contributor shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsContributor, but if Acquiror collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Contributor shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' Contributor's ownership of the Partnership Units Interest will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. (a) All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Seller and the AcquirorPurchaser. The Contributors Seller shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Purchaser shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Dateat Closing: (ai) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts.receipts (all of which Purchaser shall honor); (bii) Real estate and personal property taxes.; (ciii) Amounts under the Operating Agreements.Assumed Contracts and Assumed Leases to be assigned to and assumed by Purchaser, Purchaser’s property manager, lessee or designee; (div) Utility charges (including but not limited to charges for water, sewer and electricity).; (ev) WagesLicense and permit fees, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ.where transferable; (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (gvi) All prepaid reservations and contracts for rooms confirmed by Contributors each Seller prior to the Closing Date for dates after the Closing Date, all of which Acquiror Purchaser shall honor. ; (vii) The Tray Ledger Ledger, which shall be retained divided equally between the parties; and (viii) All secured balances on the Guest Ledger which Purchaser shall purchase at face amount subject to a three percent (3%) discount for any balances secured by credit cards. (b) The Seller shall receive a credit for any prepaid expenses accruing to periods on or after the ContributorsClosing Date. The Contributors At Closing, each Seller shall sell to Purchaser, and Purchaser shall purchase from the Seller, all xxxxx cash funds located at the Property. (c) Each Seller shall be required to pay all sales taxes taxes, hotel occupancy taxes, and similar impositions currently up to through the Closing Date. Acquiror date of Closing. (d) The Purchaser shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributorson behalf of each Seller, but if Acquiror the Purchaser collects same, the Purchaser will promptly remit to each Seller such amounts will be promptly remitted to Contributors in the form received. . (e) If accurate allocations of any item cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills)obtainable, the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Sellers or the Acquiror Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of Within ninety (90) days following the Closing Date, Seller and Purchaser shall jointly prepare a final closing statement reasonably satisfactory to Seller and Purchaser in form and substance (the Contributors will “Final Closing Statement”) setting forth the final determination of the adjustments and prorations provided for herein. The net amount due to Seller or Purchaser, if any, as shown in the Final Closing Statement, shall be entitled paid in cash by the Party obligated therefor within ten (10) Business Days following that Party’s receipt of the approved Final Closing Statement. The adjustments, prorations and determinations agreed to any dividends accruing thereon by Seller and Purchaser in the Final Closing Statement shall be conclusive and binding on and after the Closing DateParties.

Income and Expense Allocations. (a) All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Seller and the AcquirorPurchaser. The Contributors Seller shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Purchaser shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Dateat Closing: (ai) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts.; (bii) Real estate and personal property taxes.; (ciii) Amounts under the Operating Agreements.Operative Agreements to be assigned to and assumed by Purchaser or Purchaser’s Hotel Lessee; (div) Utility charges (including but not limited to charges for water, sewer and electricity).; (ev) WagesLicense and permit fees, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ.where transferable; (fvi) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsSeller, including any taxes.; (gvii) All prepaid reservations and contracts for rooms confirmed by Contributors the Seller prior to the Closing Date for dates after the Closing Date, all of which Acquiror Purchaser shall honor. ; and (viii) The Tray Ledger Ledger. (b) The Seller shall be retained by receive a credit for any prepaid expenses accruing to periods on or after the ContributorsClosing Date. At Closing, the Seller shall sell to Purchaser, and Purchaser shall purchase from the Seller, all xxxxx cash funds located at the Property. (c) The Contributors Seller shall be required to pay all sales taxes and similar impositions currently up to through the Closing Date. Acquiror date of Closing. (d) The Purchaser shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributorson behalf of the Seller, but if Acquiror the Purchaser collects same, the Purchaser will promptly remit to the Seller such amounts will be promptly remitted to Contributors in the form received. The Seller may attempt to collect any accounts receivable or revenues accrued prior to the Closing Date on behalf of the Seller directly from the party obligated for such accounts, provided that the Seller shall not make any representations relating to or on behalf of the Purchaser in connection with such efforts. The Purchaser shall reasonably cooperate with the Seller to collect any accounts receivable or revenues accrued prior to the Closing Date on behalf of the Seller, provided that the Purchaser shall have no obligation to file suit to collect any such amounts on behalf of the Seller. (e) If accurate allocations of any item cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills)obtainable, the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Seller or the Acquiror Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible ------------------------------- Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors and the Acquiror. The Contributors shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror collects same, such amounts will be promptly remitted to Contributors in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income(a) At Closing, except any Intangible Personal Property, all income and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound generally accepted accounting principles consistently applied, shall be allocated between the Contributors Seller and the AcquirorPurchaser as of the Closing Date. The Contributors Seller shall be entitled to all income (income, including all cash box receipts and cash credits for unused expendables)the Tray Ledger, and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Purchaser shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only Without limiting the generality of the foregoing, Seller shall pay to Purchaser or Purchaser shall pay to Seller at Closing, or there shall be an appropriate Closing adjustment for, the net cash payable to the Purchaser or Seller, as appropriate, based on the allocation set forth above. All adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements statement or may be done outside the settlement statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the settlement statementsstatements or submit to the parties as appropriate) and if on the settlement statement shall increase or decrease (as the case may be) the amount balance of the Purchase Price payable by the AcquirorPurchaser at Closing. All other such adjustments The Seller shall be made by separate agreement between pay at Closing all special assessments and taxes applicable to the parties Property and shall be payable by check or wire directly between relating to the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receiptsperiod prior to Closing. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror collects same, such amounts will be promptly remitted to Contributors in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bill or other evidence of the applicable axxxxcable income or expense. Any income received or expense incurred paid by the Contributors Seller or the Acquiror Purchaser with respect to the Property after the date of Closing Date shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors . (c) Purchaser shall pay at Closing all special assessments and taxes applicable have no obligation to collect any accounts receivable allocable to the Propertyperiod prior to Closing. The certificates evidencing All income attributable to the Contributors' ownership of Property collected by the Partnership Units will be dated as of Purchaser after the Closing Date, Date shall be first applied against accounts receivable and other obligations allocable to the Contributors will be entitled to any dividends accruing thereon on and period after the Closing Date.. The Seller shall not sue an obligor with respect to xxx Property that maintains a contractual relationship with the Purchaser after the Closing Date. ARTICLE7 ------- CONDEMNATION: RISK OF LOSS --------------------------

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Contributor and the Acquiror. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables)income, and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the date of Closing (the "Effective Date"), and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Datedate of Closing. Only All adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the partiesAcquiror pursuant to Section 2.4(d). Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Datedate of Closing: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating AgreementsAgreements to be assigned to and assumed by the Acquiror. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Contributor prior to the Closing Effective Date for dates after the Closing Datedate of Closing, all of which Acquiror shall honor. (h) Current insurance premiums. The Tray Ledger shall be retained by the ContributorsContributor. The Contributors Contributor shall be required to pay all sales taxes and similar impositions currently up to the Closing Datedate of Closing. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the date of Closing Date for ContributorsContributor, but if Acquiror collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bill or other evidence of the applicable thx xpplicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Contributor shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the ContributorsTransferees' ownership of the Partnership LP Units will be dated as of the Closing Datedate of Closing, and the Contributors Transferees will be entitled to any dividends accruing thereon on and after the Closing Datedate of Closing.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors and the Acquiror. The Contributors shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only All adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the partiesAcquiror pursuant to Section 2.3(d). Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror collects same, such amounts will be promptly remitted to Contributors in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bill or other evidence of the applicable thx xpplicable income or expense. Any income received or expense incurred by the Contributors or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible ------------------------------- Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closingthe Closing Date, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Seller and the AcquirorPurchaser. The Contributors shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Seller shall be entitled to all income and responsible for all expenses for the period of time up to but not including the Closing Date, and the Purchaser shall be entitled to all income and responsible for all expenses for a period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Dateat Closing: (a) Current current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real real estate and personal property taxes. (c) Amounts amounts under the Operating AgreementsAgreements to be assigned to and assumed by the Purchaser. (d) Utility utility charges (including but not limited to charges for water, sewer and electricity)) and deposits if assumed by the Purchaser. (e) Wageswages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror Purchaser elects to employ. (f) Value value of fuel stored on the Property at the price paid for such fuel by the ContributorsSeller, including any taxes. (g) All all prepaid reservations and contracts for rooms confirmed by Contributors Seller prior to the Closing Date for dates after the Closing Date, all of which Acquiror Purchaser shall honor. (h) the Tray Ledger, which shall be divided equally between the parties. The Tray Ledger shall be retained by the Contributors. The Contributors Seller shall be required to pay all sales taxes and similar impositions currently up to through the Closing Date. Acquiror Purchaser shall not be obligated to collect any accounts receivable or revenues accrued prior to the applicable Closing Date for ContributorsSeller, but if Acquiror Purchaser collects same, such amounts will be promptly remitted to Contributors Seller in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills xxxx or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject . Seller shall use its best efforts to adjustment upon receipt of deliver final bills for all utilities at Closing. Seller shall pay any costs imposed by Licensors to terminate the final xxxx or other evidence of Licenses and Purchaser shall pay the applicable income or expense. Any income received or expense incurred costs imposed by the Contributors or the Acquiror with respect Licensors to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Dateenter into new Licenses.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors Contributor and the AcquirorOP. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror OP shall be entitled to all income and responsible for all expenses for the period of time from, after and including 12:01 a.m. on the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorOP. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating AgreementsContracts. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror OP elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Contributor prior to the Closing Date for dates after the Closing Date, all of which Acquiror OP shall honor. The Tray Ledger shall be retained by the ContributorsContributor. The Contributors Contributor shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror OP shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsContributor, but if Acquiror OP collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror OP with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Contributor shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, income and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors Seller and the AcquirorPurchaser. The Contributors Seller shall be entitled to all income (including all cash box receipts and cash credits for unused expendables)) which shall be part of the Excluded Assets, and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Purchaser shall be entitled to all income and responsible for all expenses for the period of time from, after and including 12:01 a.m. on the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorPurchaser. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire transfer directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror Purchaser elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Seller prior to the Closing Date for dates after the Closing Date, all of which Acquiror Purchaser shall honor. The Tray Ledger Purchaser shall be retained by cooperate with Seller in the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect collection of any accounts receivable or revenues accrued prior to the Closing Date for ContributorsSeller, but if Acquiror Purchaser collects same, such amounts will be promptly remitted to Contributors Seller in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Seller or the Acquiror Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Seller shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing Property which are due on or before the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing DateClosing.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors Contributor and the Acquiror. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including 12:01 a.m. on the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Contributor prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the ContributorsContributor. The Contributors Contributor shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsContributor, but if Acquiror collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Contributor shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' Contributor’s ownership of the Partnership Units Interests will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors and the Acquiror. The Contributors shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only All adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the partiesAcquiror pursuant to Section 2.3(d). Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror collects same, such amounts will be promptly remitted to Contributors in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx bill or other evidence of the applicable axxxxcable income or expense. Any income received or expense incurred by the Contributors or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors and the AcquirorAcquirors. The Contributors shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Acquirors shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorAcquirors. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects Acquirors elect to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror Acquirors shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror Acquirors shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror collects Acquirors collect same, such amounts will be promptly remitted to Contributors in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors or the Acquiror Acquirors with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Contributor and the Acquiror. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the date of Closing (the "Effective Date"), and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Datedate of Closing. Only All adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the partiesAcquiror pursuant to Section 2.4(d). Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Datedate of Closing: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating AgreementsAgreements to be assigned to and assumed by the Acquiror. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Contributor prior to the Closing Effective Date for dates after the Closing Datedate of Closing, all of which Acquiror shall honor. (h) Current insurance premiums. The Tray Ledger shall be retained by the ContributorsContributor. The Contributors Contributor shall be required to pay all sales taxes and similar impositions currently up to the Closing Datedate of Closing. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the date of Closing Date for ContributorsContributor, but if Acquiror collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Contributor shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the ContributorsTransferees' ownership of the Partnership LP Units will be dated as of the Closing Datedate of Closing, and the Contributors Transferees will be entitled to any dividends accruing thereon on and after the Closing Datedate of Closing.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors Contributor and the Acquiror. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including 12:01 a.m. on the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsContributor, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsContributor, but if Acquiror collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Contributor shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' Contributor’s ownership of the Partnership Units Interests will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, shall be allocated between the Contributors Seller and the AcquirorPurchaser. The Contributors Seller shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Datedate of Closing, and the Acquiror Purchaser shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Datedate of Closing. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorPurchaser pursuant to Section 2.3. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Dateat Closing: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under Operating Agreements to be assigned to and assumed by the Operating AgreementsPurchaser. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Value of fuel stored on the Property at the price paid for such fuel by the Seller, including any taxes. (f) All prepaid reservations and contracts for rooms confirmed by Seller prior to the Closing Date for dates after the Closing Date, all of which shall be honored by Purchaser. (g) The Room Ledger, if any, shall be divided equally between the parties. (h) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror Purchaser elects to employ. (fi) Value Such other items as are usually and customarily prorated between purchasers and sellers of fuel stored on hotel properties in the area where the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honoris located. The Tray Ledger shall be retained by the Contributors. The Contributors Seller shall be required to pay all sales taxes and similar impositions currently up to to, but not including, the Closing Datedate of Closing. Acquiror Purchaser shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsSeller, but if Acquiror Purchaser collects same, such amounts will be promptly remitted to Contributors Seller in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or bill xx other evidence of the applicable income or expense. The obligation to make the adjustment shall survive the closing of the transaction contemplated by this Agreement. Any income received or expense incurred by the Contributors Seller or the Acquiror Purchaser with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Seller shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing Property then due and owing except real estate taxes, which shall be prorated between the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Dateparties.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors and the AcquirorAcquirer. The Contributors shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Acquirer shall be entitled to all income and responsible for all expenses for the period of time from, after and including 12:01 a.m. on the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorAcquirer. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating AgreementsContracts. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror Acquirer elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror Acquirer shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror Acquirer shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror Acquirer collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors or the Acquiror Acquirer with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units Interests will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, income and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently appliedGAAP, shall be allocated between the Contributors Contributor and the Acquiror. The Contributors Contributor shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses accrued for the period of time up to but not including 12:01 a.m. on the Closing Datedate of closing, and the Acquiror shall be entitled to all income and responsible for all expenses for the period of time from, after and including the Closing Datedate of Closing. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorAcquiror pursuant to Section 2.4. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors Contributor shall be required to pay all sales and use taxes and similar impositions currently up impositions, including interest and penalties, relating to the Closing Dateconduct of business at the Property currently through the date of Closing, but excluding those arising from the Contribution. Acquiror shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsContributor, but if Acquiror collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the 48 54 case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or bill xx other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Contributor or the Acquiror with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Acquiror is assuming, pursuant to Section 2.4(b)(i), accrued but unpaid interest on the Mortgage Note; such amount shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will not be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Datepro-rated for income or expense purposes.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors Sellers and the AcquirorPurchasers. The Contributors Sellers shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Purchasers shall be entitled to all income and responsible for all expenses for the period of time from, after and including 12:01 a.m. on the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorPurchasers. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating Agreements. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects Purchasers elect to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the ContributorsSellers, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Sellers prior to the Closing Date for dates after the Closing Date, all of which Acquiror Purchasers shall honor. The Tray Ledger shall be retained by the ContributorsSellers. The Contributors Sellers shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror Purchasers shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsSellers, but if Acquiror collects Purchasers collect same, such amounts will be promptly remitted to Contributors Sellers in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Sellers or the Acquiror Purchasers with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors Sellers shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' Sellers’ ownership of the Partnership Units Interests will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, and expenses with respect to the Property, and applicable to the period of time before and after Closing, determined in accordance with sound United States generally accepted accounting principles consistently applied, shall be allocated between the Contributors and the AcquirorAcquirer. The Contributors shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Acquirer shall be entitled to all income and responsible for all expenses for the period of time from, after and including 12:01 a.m. on the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the AcquirorAcquirer. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Date: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under the Operating AgreementsContracts. (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror Acquirer elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors prior to the Closing Date for dates after the Closing Date, all of which Acquiror Acquirer shall honor. The Tray Ledger shall be retained by the Contributors. The Contributors shall be required to pay all sales taxes and similar impositions currently up to the Closing Date. Acquiror Acquirer shall not be obligated to collect any accounts receivable or revenues accrued prior to the Closing Date for Contributors, but if Acquiror Acquirer collects same, such amounts will be promptly remitted to Contributors Contributor in the form received. If accurate allocations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills), the parties shall allocate such income or expenses at Closing on the best available information, subject to adjustment upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors or the Acquiror Acquirer with respect to the Property after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount due. The Contributors shall pay at Closing all special assessments and taxes applicable to the Property. The certificates evidencing the Contributors' ’ ownership of the Partnership Units Interests will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing Date.

Income and Expense Allocations. All income, except any Intangible Personal Property, income and expenses with respect to the PropertyProperties, and applicable to the period of time before and after Closing, determined in accordance with sound accounting principles consistently applied, Closing shall be allocated prorated between Seller and Purchaser as of the Contributors and the AcquirorClosing Date. The Contributors Seller shall be entitled to all income (including all cash box receipts and cash credits for unused expendables), and shall be responsible for all expenses for the period of time up to but not including 12:01 a.m. on the Closing Date, and the Acquiror Purchaser shall be entitled to all income and shall be responsible for all expenses for the period of time from, after and including the Closing Date. Only adjustments for ground rent, if applicable, and real estate taxes shall be shown on the settlement statements (with such supporting documentation as the parties hereto may require being attached as exhibits to the settlement statements) and shall increase or decrease (as the case may be) the amount payable by the Acquiror. All other such adjustments shall be made by separate agreement between the parties and shall be payable by check or wire directly between the parties. Without limiting the generality of the foregoing, the following items of income and expense shall be allocated as of the Closing Dateprorated at Closing: (a) Current and prepaid rents, including, without limitation, prepaid room receipts, function receipts and other reservation receipts. (b) Real estate and personal property taxes. (c) Amounts under Operating Agreements including advertising contracts to be assigned to and assumed by Purchaser; provided however, Seller will pay all fees and costs incurred in connection with the termination of any Operating Agreements.Agreement in accordance with Section 3.16 hereof. ------------ (d) Utility charges (including but not limited to charges for water, sewer and electricity). (e) Wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Property who the Acquiror elects to employ. (f) Value of fuel stored on the Property at the price paid for such fuel by the Contributors, including any taxes. (g) All prepaid reservations and contracts for rooms confirmed by Contributors Seller prior to the Closing Date Date, for dates after the Closing Date. (f) The Room Ledger [(less one and eight-tenths percent (1.8%) credit card discounts),] if any, all of which Acquiror shall honor. The Tray Ledger shall be retained by divided equally between the Contributors. The Contributors shall parties. (g) Except to the extent such Accounts Receivable have been accounted for between the parties under Section 6.6(f) above, the Guest Ledger -------------- will be required to pay prorated as of the Closing Date with Seller receiving payment at closing for all sales taxes and similar impositions currently up Accounts Receivable from guests of the Inns staying at the Inns on the Closing Date but who checked into the Inns prior to the Closing Date. (h) Such other items as are usually and customarily prorated between purchasers and sellers of hotel properties in the areas where each of the Properties are located. Acquiror Purchaser shall not be obligated use reasonable good faith efforts to collect any accounts receivable or revenues accrued prior to the Closing Date for ContributorsSeller, but and if Acquiror Purchaser collects same, such amounts will be promptly remitted to Contributors in Seller. In the form event that Seller, rather than Purchaser, collects accounts receivable or revenues that have accrued prior to the Closing Date, Seller will promptly notify Purchaser of the account upon which payment was made and the amount received. In the event that Seller, rather than Purchaser, collects accounts receivable or revenues that have accrued after the Closing Date, such amounts ----- will be promptly forwarded to Purchaser. Seller agrees that it will not institute any proceedings to collect past due accounts receivable during a period of three (3) months following Closing. If accurate allocations prorations cannot be made at Closing because current bills are not obtainable (as, for example, in the case of utility bills or tax bills)obtainable, the parties shall allocate prorate such income or expenses at Closing on the best available information, subject to adjustment re-proration upon receipt of the final xxxx or other evidence of the applicable income or expense. Any income received or expense incurred by the Contributors Seller or the Acquiror Purchaser with respect to the Property Properties after the date of Closing shall be promptly allocated in the manner described herein and the parties shall promptly pay or reimburse any amount duedue and shall continue to do so after Closing without limitation. The Contributors obligation to make the proration shall pay at Closing all special assessments and taxes applicable to survive the Property. The certificates evidencing the Contributors' ownership of the Partnership Units will be dated as of the Closing Date, and the Contributors will be entitled to any dividends accruing thereon on and after the Closing DateClosing.