Common use of Transaction Costs Clause in Contracts

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers shall pay or cause to be paid (i) the base Title Policy premium for each Asset, (ii) any costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) one-half (1/2) of all escrow charges, (iii) Buyer’s cost to obtain new surveys or to update the Surveys, and (iv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, shall indemnify the other and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers shall pay or cause to be paid -may for the following costs associated with this transaction: (i) the base Title Policy premium for each Assetfees and expenses o-L 4-ts accountants and attorneys, and (ii) the costs and expenses o-any mortgage or other releases associated with the pay off and release o@' existing mortgages and other non- permitted encumbrances. (b) CapSL--ar shall pay for the following costs associated with this transaction: (i) the fees and expenses of its investment bankers or advisers; (ii) the fees and expenses of its accountants and attorneys; (iii) appraisal @Lees and charges, (iv) the fees, charges and expenses incurred in connection with discharging any encumbrances that Sellers specifically agree third party repo@-ts obtained by CaDStar (including, without limitation, environmental, structural engineering and marketing reports), (v) application and/or trans@Ler fees relating to or are obligated any franchise affil@-ations CaDStar desires to payobtain, discharge, remove or cure pursuant and (vi) fees and expenses relating to the terms transfer of all liquor licenses for the Properties, the Pi-nk Shell and Sa'Let7 Harbor. (c) Sellers and CapStar shall split equally the following costs associated with this transaction: (i) recording fees and charges, (ii-) the fees and expenses of any escrow agent, (iii) the costs of updates to the Existing Surveys or obtaining new surveys, (iv) transfer taxes, (v) documentary stamp taxes, (vi) sales and use taxes incurred by reason of the transfer of the Purchased Assets as con- LemiDlated by this Agreement, and (iiivii) onecosts and charges relating to all Title Commitments and Title Policies (includ@-ng, without limitat4-half (1/2) on, any costs and charges of all escrow chargesGuardian Title of ▇▇▇ County). At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all All other costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs expenses not e@ressly addressed in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) one-half (1/2) of all escrow charges, (iii) Buyer’s cost to obtain new surveys or to update the Surveys, and (iv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs this Section 12.3 shall be allocated in between the parties i-n accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionalscustom for similar transactions. (bd) Each of BuyerIf SSPC is able to provide CapStar wi-th engineering, on the one handbuilding condition, environmental or aDDraisal reports that are satisfactory to CapStar and Sellers, on the other hand, shall indemnify the other and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility CapStar can obtain reliance letters, then if CapStar elects to use such reports CapStar will nay to SSPC the fees CapStar no=ally would pay for such reports under this Sectionits nal--ional contracts. The provisions of this Section 9.1 Notwithstanding the foregoing sentence, CapStar shall survive the Closing or the termination of this Agreementhave no obligation to use and Day for reports that SSPC may be able to provide to CapStar.

Transaction Costs. (a) Buyer and Purchaser shall pay, or reimburse Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closingfor, Sellers shall pay or cause to be paid as applicable, (i) all of the base premiums for the Owner’s Policies and any extended coverages thereunder or endorsements thereto and all title search, survey, and closing fees and costs with respect thereto (including, without limitation any the Updated Surveys or Updated Title Policy premium for Commitments), in each Assetcase, obtained by Purchaser, (ii) all recording charges for instruments of conveyance, (iii) all mortgage taxes, documentary stamps or similar charges imposed on any costs financing obtained by Purchaser in connection with discharging the transactions contemplated hereby, (iv) all costs and expenses of the Debt Assumption (including, without limitation, (a) any encumbrances that Sellers specifically agree costs, fees or charges of the lender(s) of the Assumed Debt from time to time (as applicable, the “Lender”), (b) mortgage taxes, documentary stamp or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreementsimilar charges, and (iiic) any assumption fee, rating agency fees, servicer fees or attorneys’ fees for the rating agencies and the servicer), regardless of whether the Debt Assumption is actually consummated (for the avoidance of doubt, Purchaser shall not be reasonable for any costs or expenses incurred by Sellers in connection with the Debt Assumption, whether or not the Debt Assumption is consummated), (v) all costs and expenses of obtaining new Franchise Agreements for each Hotel Asset, including any franchise application fees, attorneys’ fees of the applicable franchisors and any property improvement plan costs (the “Replacement Franchise Agreements”), whether or not the same are actually obtained, (vi) all costs of third-party reports ordered by Purchaser and the costs of obtaining reliance by Purchaser on any third party-reports obtained by Sellers or Lender in connection with the Assumed Debt, regardless of whether the Debt Assumption is consummated, (vii) all costs of Purchaser’s broker, if any, (viii) one-half (1/2) of all escrow charges. At Closingany transfer taxes, Buyer shall pay documentary stamps, bulk sales tax or similar charges imposed upon the transfer of the Real Properties or Personal Property, and (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (iiix) one-half (1/2) of all Escrowee’s escrow chargesfees. Each Seller shall pay (a) one-half (1/2) of any transfer taxes, documentary stamps, bulk sales tax or similar charges imposed upon the transfer of its Real Properties or Personal Property, (iiib) Buyerits Pro Rata Share of one-half (1/2) of Escrowee’s cost to obtain new surveys escrow fees, (d) any breakage or to update the Surveysspread maintenance costs under any debt encumbering its Hotel Assets, and (ive) all fees, of the costs and expenses incurred by the ground lessor (“Ground Lessor”) in granting its consent to the Ground Lease Assignment (the “Ground Lessor Consents”) of such Seller’s Ground Lease(s) and any costs or expenses in connection associated with Buyerany fee, concession or modification of any of the Ground Leases required by the Ground Lessor thereunder as a condition to granting its consent up to a maximum of $25,000.00 per Ground Lease (it being understood that Purchaser shall not be obligated to pay any excess) and (f) all costs of Seller’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance with local custombroker, if any. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this AgreementPurchaser shall, each party shall pay however, be responsible for the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, shall indemnify the other and their respective successors attorneys and assigns from Purchaser shall be responsible for all costs related to its due diligence and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result inspection of the failure of either such party to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under this SectionProperty. The provisions of this This Section 9.1 4.5 shall survive the Closing or the and any termination of this Agreement.

Transaction Costs. (a) The Buyer and Sellers each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or cause to be paid charges. At Closing, (i) the base Title Policy premium Seller shall pay all title insurance premiums for each Asseta basic owner's title policy and all title search fees, (ii) Buyer shall pay for the cost of all title endorsements obtained by Buyer (except for any costs in connection with discharging endorsements needed to cure any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this AgreementTitle/Survey Objection), and (iii) one-half the parties shall split survey costs and the fees and costs of the Escrow Agent arising as a result of the Closing of the transactions contemplated herein. In addition to the foregoing and their respective apportionment obligations hereunder, (1/2a) of all escrow charges. At Closing, the Seller and the Buyer shall pay (i) except each be responsible for the base Title Policy premium for each Assetpayment of the costs of their respective legal counsel, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges advisors and other title charges (other than the costs professionals employed thereby in connection with discharging, paying, removing or curing any encumbrances which are the obligation sale of Sellers hereunder), (ii) one-half (1/2) of all escrow charges, (iii) Buyer’s cost to obtain new surveys or to update the SurveysAssets, and (ivb) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs the Buyer shall be allocated in accordance responsible for all costs and expenses associated with local customthe Buyer's due diligence. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in Each party to this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ ' fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this SectionSection 7.1. The provisions of this Section 9.1 Seller shall survive pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through the Closing Date and all other fees, expenses (inclusive of lender and servicer legal fees) and charges payable to or for the termination account of this Agreementthe lender and any servicers in connection with such loan assumption.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers shall pay or cause to be paid (i) the base Title Policy premium for each Asset, (ii) any costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer Purchaser shall pay (i) except all of the premiums for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for Owner’s Policies and any extended coverage coverages thereunder or endorsements thereto and all title search, survey, and closing fees and costs with respect thereto (including, without limitation any lender title policySurveys, endorsementsUpdated Surveys, search and exam costsTitle Commitments, update charges and other title charges (other than the costs Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in connection with dischargingeach case, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder)obtained by Purchaser, (ii) one-half (1/2) all recording charges for instruments of all escrow chargesconveyance, (iii) Buyerall mortgage Taxes, documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the transactions contemplated hereby, (iv) except as otherwise required to be paid by Sellers as set forth in clause (c) below, all costs and expenses of obtaining new Franchise Agreements for each Hotel Asset, including any franchise application fees, property improvement plan application fees, attorneys’ fees of the applicable franchisors and, subject to Section 4.7, any property improvement plan costs (the “Replacement Franchise Agreements”), whether or not the same are actually obtained, (v) all costs of Purchaser’s cost to obtain new surveys or to update the Surveysbroker, if any, and (ivvi) one-half of Escrowee’s escrow fees. Sellers shall pay (a) one-half of Escrowee’s escrow fees, (b) any breakage or spread maintenance costs under any debt encumbering its Hotel Assets, (c) any liquidated damages, termination fees, liabilities or obligations under any of the Management Agreements or Franchise Agreements, including those arising from or related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all feescosts of Seller’s broker, costs if any. All transfer Tax, documentary stamps, bulk sales Tax or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs similar charges imposed upon the transfer of the Real Properties or Personal Property (“Transfer Taxes”) shall be allocated paid by Sellers and/or Purchaser in accordance with local customcustom as set forth on Exhibit ▇. Sellers ▇▇▇▇▇▇▇ and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this AgreementPurchaser shall, each party shall pay however, be responsible for the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, shall indemnify the other and their respective successors attorneys and assigns from Purchaser shall be responsible for all costs related to its due diligence and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result inspection of the failure of either such party Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under transactions contemplated by this SectionAgreement. The provisions of this This Section 9.1 4.5 shall survive the Closing or the and any termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers shall pay or cause to be paid (i) the base Title Policy premium for each Asset, (ii) any costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer Purchaser shall pay (i) except all of the premiums for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for Owner’s Policies and any extended coverage coverages thereunder or endorsements thereto and all title search, survey, and closing fees and costs with respect thereto (including, without limitation any lender title policySurveys, endorsementsUpdated Surveys, search and exam costsTitle Commitments, update charges and other title charges (other than the costs Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in connection with dischargingeach case, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder)obtained by Purchaser, (ii) one-half (1/2) all recording charges for instruments of all escrow chargesconveyance, (iii) Buyerall mortgage Taxes, documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the transactions contemplated hereby, (iv) except as otherwise required to be paid by Sellers as set forth in clause (c) below, all costs and expenses of obtaining new Franchise Agreements for each Hotel Asset, including any franchise application fees, property improvement plan application fees, attorneys’ fees of the applicable franchisors and, subject to Section 4.7, any property improvement plan costs (the “Replacement Franchise Agreements”), whether or not the same are actually obtained, (v) all costs of Purchaser’s cost to obtain new surveys or to update the Surveysbroker, if any, and (ivvi) one-half of Escrowee’s escrow fees. Sellers shall pay (a) one-half of Escrowee’s escrow fees, (b) any breakage or spread maintenance costs under any debt encumbering its Hotel Assets, (c) any liquidated damages, termination fees, liabilities or obligations under any of the Management Agreements or Franchise Agreements, including those arising from or related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all feescosts of Seller’s broker, costs if any. All transfer Tax, documentary stamps, bulk sales Tax or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs similar charges imposed upon the transfer of the Real Properties or Personal Property (“Transfer Taxes”) shall be allocated paid by Sellers and/or Purchaser in accordance with local custom. Sellers custom as set forth on Exhibit H. ▇▇▇▇▇▇▇ and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this AgreementPurchaser shall, each party shall pay however, be responsible for the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, shall indemnify the other and their respective successors attorneys and assigns from Purchaser shall be responsible for all costs related to its due diligence and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result inspection of the failure of either such party Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under transactions contemplated by this SectionAgreement. The provisions of this This Section 9.1 4.5 shall survive the each applicable Closing or the and any termination of this Agreement.

Transaction Costs. (a) Buyer Purchaser and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. Properties. (b) At Closing, the Sellers shall pay or cause to be paid the following: (i) any title search and exam fees and the base Title Owner’s Policy premium for each Asset, the Sovereign Property (Purchaser specifically agreeing and acknowledging that the applicable Sellers shall also be entitled to any rebate or discount associated with such title premiums); (ii) any costs in connection with discharging any encumbrances that the Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement; (iii) any state or local transfer tax, excise tax or documentary stamps payable on the conveyance of the Properties to Purchaser; (iv) solely with respect to the Leigh House Property and the Preston View Property, document recording fees for the applicable Deeds and other recordable conveyance documents for such Properties; (v) the Brokers’ commissions; and (iiivi) one-half (1/2) of all escrow charges. or closing charges of the Escrow Agent. (c) At Closing, Buyer Purchaser shall pay or cause to be paid the following: (i) except for any title search and exam fees and the base Title Owner’s Policy premium for each Assetthe Leigh House Property and the Preston View Property; (ii) except to the extent that any such costs are to be paid by the Sellers under Section 9.1(b) hereof, all other costs for the Title Owner’s Policy and any lender’s title policy or policies on all Properties, including premiums for any extended coverage or any lender title policycoverage, endorsements, search and exam costs, update charges and other title charges charges; (iii) Purchaser’s cost to obtain any Updated Surveys; (iv) all other than the fees, costs or expenses in connection with dischargingPurchaser’s due diligence reviews and analyses hereunder; (v) document recording fees for the applicable Deeds and other recordable conveyance documents for the Sovereign Property; (vi) all costs associated with Purchaser’s acquisition financing, payingif any, removing including any state or curing local documentary stamps, intangibles tax or mortgage tax and recording fees for any encumbrances which are the obligation of Sellers hereunder), recordable loan documents; and (iivii) one-half (1/2) of all escrow charges, or closing charges of the Escrow Agent (iii) Buyer’s cost not to obtain new surveys or to update the Surveys, and (iv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter providedexceed $750.00 per Property). Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (bd) Each of BuyerPurchaser, on the one hand, and Sellers, on the other hand, shall indemnify the other and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ feesfees actually incurred) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under this SectionSection 9.1. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties, (y) the lender’s title insurance premiums for the loan policies for the Seller Loan, and (z) the initial survey costs for the Properties. Buyer shall pay for (a) Buyer and Sellers agree to comply with all real estate property transfer tax laws taxes, deed stamps, conveyance taxes, documentary stamp taxes and other Taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement, (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements (except as otherwise set forth in (y) above), (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to the Seller Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for (A) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Assets. At Closing, Sellers shall pay or cause to be paid Transferred Assets and (iB) one-half of the base Title Policy premium for each Assetfees and expenses of the Escrow Agent, (ii) any the Buyer shall be responsible for all costs in connection and expenses associated with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, Buyer’s due diligence and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer the Sellers shall pay (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums be responsible for any extended coverage costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than debt encumbering the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) one-half (1/2) of all escrow charges, (iii) Buyer’s cost Properties. Each party to obtain new surveys or to update the Surveys, and (iv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this SectionSection 9.1. The provisions of this Section 9.1 This indemnity shall survive the Closing or the termination of this Agreementall Closings hereunder.

Transaction Costs. (a) Buyer and Sellers Seller agree to comply with all real estate transfer tax laws applicable to the sale of the AssetsAsset. At Closing, Sellers real property transfer taxes payable to the State of Illinois and ▇▇▇▇ County as a result of the conveyance of the Asset to Buyer pursuant to this Agreement shall pay or cause to be paid by Seller and real property transfer taxes payable to the City of Chicago as a result of the conveyance of the Asset to Buyer pursuant to this Agreement shall be paid by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) Seller and Buyer shall each be responsible for the base Title Policy premium for each payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Asset, (ii) Seller shall be responsible for (1) the policy premiums in respect of the Title Policy (except as set forth in clause (iv) below), (2) the cost of the Existing Survey, (3) the cost to cause the transfer to Buyer of any transferable letters of credit if such costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to not the terms responsibility of this Agreementthe tenant under the associated Space Lease, and (iii4) one-half (1/2) the cost, not to exceed $2,000, to update the Existing Survey and cause the surveyor to upgrade same to the standards of all escrow charges. At Closingan ALTA survey and to recertify same to Seller, Buyer shall pay (i) except for the base Title Policy premium for each AssetBuyer, all costs for Buyer’s lender and the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) one-half (1/2) of all escrow chargesCompany, (iii) Buyer shall be responsible for all costs and expenses associated with (1) Buyer’s cost due diligence, (2) search costs with respect to the Property and updates related thereto, in each case commissioned by Buyer, (3) the policy premiums in respect of any mortgage title insurance including the Seller Mortgage Policy, (4) payment, at the Closing, of the recording charges and fees and recordation taxes for the documents necessary to transfer the Asset, (5) all costs and expenses of obtaining any financing Buyer may elect to obtain new surveys or (including any fees, financing costs, transfer taxes, mortgage and recordation taxes and intangible taxes in connection therewith), and (6) all other costs which are the responsibility under applicable law for Buyer to update the Surveyspay, and (iv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance with local custom. Sellers Seller and Buyer shall each pay their respective shares one-half of prorations all costs and expenses associated with any reinsurance obtained by Buyer as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay set forth on Schedule C-2 with respect to the fees of its own attorneys, accountants and other professionalsTitle Policy. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 Article IX shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement shall be paid in accordance with the custom of the state, county and city in which such Property is located. Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay or cause for (x) all owner’s title insurance premiums for the title policies for the Properties, and (y) the survey costs for the Properties. Buyer shall pay for the lender’s title insurance premiums and any endorsements, for Deed recordation fees (i.e., the cost to record the Deed, excluding transfer taxes and the other items listed in the second sentence of this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be paid responsible for (i) the base Title Policy premium for each Assetpayment of the costs of their respective legal counsel, (ii) any costs advisors and other professionals employed thereby in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms sale of this Agreement, the Assets and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) one-half (1/2) of all escrow chargesthe fees and expenses of the Escrow Agent, (iiib) Buyer’s cost to obtain new surveys or to update the Surveys, Buyer shall be responsible for all costs and (iv) all fees, costs or expenses in connection associated with the Buyer’s due diligence reviews and analyses hereunder. Any other closing costs (c) the Sellers shall be allocated in accordance responsible for any costs (including third-party lender costs) associated with local customobtaining payoffs or substitutions of any debt encumbering the Properties 38 and recording any instruments required for Sellers to convey title to the Properties subject only to the Permitted Exceptions. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in Each party to this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers Seller shall pay or cause to be paid (i) the base Title Policy premium for each AssetSeller’s Proportionate Share, (ii) any costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) one-half (1/2) of all escrow charges, (iii) Buyer’s cost to obtain new surveys or to update the Surveys, and (iv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares Buyer’s Proportionate Share, of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement(1) any real property transfer taxes, each party shall pay the fees of its own attorneysdeed stamps, accountants conveyance taxes, documentary stamp taxes and other professionalssimilar transfer taxes or charges payable as a result of the transfer of the BREP JV Interest to Buyer (“Transfer Taxes”), and (2) all costs and expenses incurred under the Third Party Loans in connection with the transactions contemplated hereunder, including, without limitation, assumption fees, expenses and similar amounts, if any, payable to holders of the Third Party Loan in connection therewith and legal fees, title fees, mortgage assumption fees and taxes, other fees and closing costs required in connection with the TPL Assumption Consents (“Assumption Costs”); provided, however, that Buyer’s liability for Transfer Taxes shall not exceed $720,000 and Buyer’s liability for Assumption Costs shall not exceed $600,000 (it being acknowledged and agreed that Seller shall be obligated to pay 100% of any amounts in excess of (x) in the case of Transfer Taxes, $1,200,000, and (y) in the case of Assumption Costs, $1,000,000. (b) Each Seller and Buyer shall each be responsible for the payment of its own due diligence costs and the costs of its respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the BREP JV Interest. (c) Seller shall pay Seller’s Proportionate Share, and Buyer shall pay Buyer’s Proportionate Share, of the costs and expenses in connection with (i) all title reports or abstracts with respect to the Properties as well as all survey and search costs and updates related thereto, in each case commissioned by Buyer, on and (ii) the one hand, and Sellers, on the other hand, policy premiums in respect of any fee or mortgage title insurance (or endorsements to any such existing policies) obtained at Closing. (d) Each party to this Agreement shall indemnify the other party and their its respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other indemnified party may sustain or incur as a result of the failure of either such the indemnifying party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers shall pay or cause to be paid (i) the base Title Policy premium for each Asset, (ii) any costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer Purchaser shall pay (i) except all of the premiums for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for Owner’s Policies and any extended coverage coverages thereunder or endorsements thereto and all title search, survey, and closing fees and costs with respect thereto (including, without limitation any lender title policySurveys, endorsementsUpdated Surveys, search and exam costsTitle Commitments, update charges and other title charges (other than the costs Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in connection with dischargingeach case, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder)obtained by Purchaser, (ii) one-half (1/2) all recording charges for instruments of all escrow chargesconveyance, (iii) Buyerall mortgage Taxes, documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the transactions contemplated hereby, (iv) except as otherwise required to be paid by Sellers as set forth in clause (c) below, all costs and expenses of obtaining new Franchise Agreements for each Hotel Asset, including any franchise application fees, property improvement plan application fees, attorneys’ fees of the applicable franchisors and, subject to Section 4.7, any property improvement plan costs (the “Replacement Franchise Agreements”), whether or not the same are actually obtained, (v) all costs of Purchaser’s cost to obtain new surveys or to update the Surveysbroker, if any, and (ivvi) one-half of Escrowee’s escrow fees. Sellers shall pay (a) one-half of Escrowee’s escrow fees, (b) any breakage or spread maintenance costs under any debt encumbering its Hotel Assets, (c) any liquidated damages, termination fees, liabilities or obligations under any of the Management Agreements or Franchise Agreements, including those arising from or related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all feescosts of Seller’s broker, costs if any. All transfer Tax, documentary stamps, bulk sales Tax or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs similar charges imposed upon the transfer of the Real Properties or Personal Property (“Transfer Taxes”) shall be allocated paid by Sellers and/or Purchaser in accordance with local custom. Sellers custom as set forth on Exhibit H. ▇▇▇▇▇▇▇ and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this AgreementPurchaser shall, each party shall pay however, be responsible for the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, shall indemnify the other and their respective successors attorneys and assigns from Purchaser shall be responsible for all costs related to its due diligence and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result inspection of the failure of either such party Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under transactions contemplated by this SectionAgreement. The provisions of this This Section 9.1 4.5 shall survive the Closing or the and any termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to Seller shall pay the sale following costs of the Assets. At Closing, Sellers shall pay or cause to be paid transaction: (i1) the base Title Policy premium for each Asset, (ii) fees of any costs counsel representing it in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, and transaction, (iii2) one-half (1/2) of any escrow fee which may be charged by Escrow Agent or Title Company, (3) all escrow charges. At Closingapplicable transfer taxes, Buyer documentary stamp taxes and similar charges relating to the transfer of the Property, (4) the cost of the Survey provided by Seller (but not the cost of any update or revision to the Survey), (5) the costs of curing all title objections, if any, for which Seller is responsible under this Agreement, (6) the costs of recording all mortgage cancellations, and (7) ▇▇▇▇▇▇ Mae's legal fees related to the release of the Property from Seller's master credit enhancement facility with ▇▇▇▇▇▇ ▇▇▇. (b) Purchaser shall pay the following costs of the transaction: (i1) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for fees of any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs counsel representing Purchaser in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), this transaction, (ii2) one-half (1/2) of all any escrow chargesfees charged by the Escrow Agent or Title Company, (3) the fees for recording the Deeds and any quitclaim deeds, (4) the premiums for the Title Policy, (iii) Buyer’s cost to obtain new surveys or to update any title insurance endorsements, deletion of the Surveys"survey exception," title insurance coverage in excess of the Purchase Price, and any lender's title insurance policy, (iv5) the costs of any credit enhancement or other financing obtained by Purchaser, including all feescosts related to Purchaser's assumption of the Assumed Project Financing, (6) the cost of Purchaser's inspections of the Property, costs and (7) the cost of any updates or expenses in connection revisions to the Survey, including updates or revisions necessary to comply with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares the requirements of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of Purchaser or its own attorneys, accountants and other professionalslender. (bc) Each of Buyer, on the one hand, and Sellers, on the All other hand, shall indemnify the other and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ feesexpenses incident to this transaction and the closing thereof shall be paid by the party incurring same. (d) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 4.5 shall survive the Closing and, to the extent of any such costs are incurred prior to or in the absence of a Closing, shall also survive the rescission, cancellation or termination of this Agreement.

Transaction Costs. (a) The Buyer and Sellers the Seller agree to comply with all real estate transfer tax laws applicable to the sale of the AssetsAsset. At ClosingThe Seller agrees to pay for the “basic” title insurance premium for a standard form TLTA T-1 Owner’s Policy of Title Insurance issued by Title Company in the State of Texas with coverage in the amount of the Purchase Price. In addition to their respective apportionment obligations hereunder, Sellers shall pay or cause to be paid (i) the base Title Policy Seller and the Buyer shall each be responsible for the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Asset, and (ii) the Buyer shall be responsible for all costs and expenses associated with (A) the Buyer’s due diligence, (B) the amount by which the title insurance premium for each the Owner’s Policy and all endorsements (including limiting the survey exception to shortages in area) exceeds the basic title insurance premium for a standard form TLTA T-1 Owner’s Policy of Title Insurance with coverage in the amount of the Purchase Price, (C) the policy premiums in respect of any mortgage title insurance obtained by the Buyer, (D) all costs for any new survey and search costs with respect to the Property and updates related thereto, (E) payment, at the Closing, of the recording charges and fees (other than deed recordation taxes) for the documents necessary to transfer the Asset, (iiF) obtaining any costs financing the Buyer may elect to obtain (including any fees, financing costs, transfer taxes, mortgage and recordation taxes and intangible taxes in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, therewith) and (iiiG) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all other costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation responsibility under applicable law for the Buyer to pay (including, without limitation, all sales and use taxes due as a result of Sellers hereunderthe sale of the Asset), (ii) one-half (1/2) of all escrow charges, (iii) Buyer’s cost to obtain new surveys or to update the Surveys, and (iv) all . The fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs if any, of the Escrow Agent shall be allocated in accordance with local custom. Sellers equally divided between the Seller and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionalsBuyer. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 Article IX shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement shall be paid in accordance with the custom of the state, county and city in which such Property is located. Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay or cause for (x) all owner’s title insurance premiums for the title policies for the Properties, and (y) the survey costs for the Properties. Buyer shall pay for the lender’s title insurance premiums and any endorsements, for Deed recordation fees (i.e., the cost to record the Deed, excluding transfer taxes and the other items listed in the second sentence of this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be paid responsible for (i) the base Title Policy premium for each Assetpayment of the costs of their respective legal counsel, (ii) any costs advisors and other professionals employed thereby in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms sale of this Agreement, the Assets and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) one-half (1/2) of all escrow chargesthe fees and expenses of the Escrow Agent, (iiib) Buyer’s cost to obtain new surveys or to update the Surveys, Buyer shall be responsible for all costs and (iv) all fees, costs or expenses in connection associated with the Buyer’s due diligence reviews and analyses hereunder. Any other closing costs (c) the Sellers shall be allocated in accordance responsible for any costs (including third-party lender costs) associated with local customobtaining payoffs or substitutions of any debt encumbering the Properties and recording any instruments required for Sellers to convey title to the Properties subject only to the Permitted Exceptions. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in Each party to this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement shall be paid in accordance with the custom of the state, county and city in which such Property is located. Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay or cause for (x) all owner’s title insurance premiums for the title policies for the Properties, (y) all lender’s title insurance premiums for the loan policies for the Seller Loan, and (z) the survey costs for the Properties. Buyer shall pay for the lender’s (other than for the Seller Loan) title insurance premiums and any endorsements, for Deed recordation fees (i.e., the cost to record the Deed, excluding transfer taxes and the other items listed in the second sentence of this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be paid responsible for (i) the base Title Policy premium for each Assetpayment of the costs of their respective legal counsel, (ii) any costs advisors and other professionals employed thereby in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms sale of this Agreement, the Assets and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) one-half (1/2) of all escrow chargesthe fees and expenses of the Escrow Agent, (iiib) Buyer’s cost to obtain new surveys or to update the Surveys, Buyer shall be responsible for all costs and (iv) all fees, costs or expenses in connection associated with the Buyer’s due diligence reviews and analyses hereunder. Any other closing costs (c) the Sellers shall be allocated in accordance responsible for any costs (including third-party lender costs) associated with local customobtaining payoffs or substitutions of any debt encumbering the Properties and recording any instruments required for Sellers to convey title to the Properties subject only to the Permitted Exceptions. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in Each party to this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. Seller and Purchaser shall be responsible for the payment of the Transaction Costs as follows: (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers Seller shall pay or cause to be paid for (if applicable) - - - (i) The title costs of title searches, title commitments, and the base premium for the Owner’s Title Policy premium (other than all other costs for each Assetthe Owner’s Title Policy, including premiums for any extended coverage or any lender title policy or endorsements, which are the obligation of Purchaser hereunder); (ii) any The Surveys; (iii) The Brokerage Commission; (iv) Any recording costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to payand transfer taxes, discharge, remove or cure pursuant to the terms of this Agreementdocumentary stamp taxes, and like charges associated with the sale and conveyance of the Properties; (iiiv) All fees and expenses of Seller’s respective legal counsel, accountants and other professional advisers; (vi) The costs and expenses related to Seller’s compliance with any local law requirements as discussed in Section 8.23 below; and (vii) one-half (1/2) of all escrow charges. At Closing, Buyer . (b) Purchaser shall pay for (if applicable) - - - (i) except for the base Title Policy premium for each AssetZoning Evidence; (ii) Valuations; (iii) Property Condition Reports; (iv) Environmental Reports; (v) Fees and expenses of Purchaser’s legal counsel, all accountants and other professional advisers and, further, if Seller requested that Purchaser provide any such documents, Seller shall pay Purchaser’s attorney’s fees and costs for the production of same, such fees to be paid at Closing; (vi) all other costs for the Owner’s Title Policy Policy, including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges policy or endorsements (other than the costs in connection with dischargingbase premium for the Owner’s Title Policy, paying, removing or curing any encumbrances which are the obligation of Sellers Seller hereunder), ; (iivii) one-half (1/2) of all escrow charges; and (viii) Provided that the Closing occurs on June 28, 2019, Purchaser agrees to pay $400,000.00 (iiiFOUR HUNDRED THOUSAND AND NO/100 DOLLARS) Buyer’s cost to obtain new surveys or to update the Surveys, and (iv) all fees, costs or expenses in connection with Buyerany fees imposed by Seller’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance lender associated with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, shall indemnify the other and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under this Sectiontransaction discussed herein. The provisions of this Section 9.1 2.06 shall survive the Closing or the earlier termination or expiration of this Agreement.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other taxes or charges payable as a result of the conveyance of the Assets to the Buyer pursuant to this Agreement shall be allocated between the Sellers and the Buyer in accordance with Schedule 9.1 hereto. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Sellers and the Buyer shall pay or cause to each be paid responsible for (i) the base Title Policy premium for each Assetpayment of the costs of their respective legal counsel, (ii) any costs advisors and other professionals employed thereby in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms sale of this Agreement, the Assets and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) one-half of the fees and expenses of the Escrow Agent, (1/2b) the Sellers shall be responsible for payment of (i) the title premium for a CLTA standard coverage Title Policy for the Westin San Diego Property, (ii) all escrow chargescosts, fees, expenses and other amounts payable in connection with the repayment of the Sellers' Existing Financing, (iii) Buyer’s cost any PIP-related costs payable by the Sellers pursuant to obtain new surveys or to update the Surveys, Section 14.1(b) of this Agreement and (iv) any Deloitte Fees in excess of the Buyer Deloitte Fee Cap, and (c) the Buyer shall be responsible for (i) all feesother costs and expenses associated with obtaining the Title Pro Formas and Title Policies, costs including the cost of obtaining ALTA or expenses extended coverage, co-insurance, reinsurance or endorsements with respect to the Title Policy for the Westin San Diego Property, (ii) all recording fees required in connection with the transfer of the Properties to the Buyer’s , (iii) all costs and expenses associated with the Buyer's due diligence reviews diligence, (iv) all costs and analyses hereunderexpenses incurred in connection with the preparation and/or obtaining of the Seller Financials, including any amounts payable to Deloitte & Touche LLP (the “Deloitte Fees”), except that the Buyer shall not be liable for the payment of Deloitte Fees in excess of $500,000 (the “Buyer Deloitte Fee Cap”), (v) all Survey costs, (vi) any mortgage recording fees, documentary stamp taxes, intangible taxes and other costs associated with any the Buyer financing, (vii) the premiums in respect of any lender policies of title insurance obtained by the Buyer and (viii) the costs and expenses payable by the Buyer pursuant to Section 14.1(b). The Buyer shall reimburse the Seller for the aggregate cost of the PZR reports obtained by the Seller with respect to the Properties in a total amount equal to $2,816. Any other closing costs not specifically allocated by this Agreement shall be allocated in accordance with local customclosing customs for similar properties located in the same metropolitan area as the applicable Property. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in Each party to this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ ' fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. (a) Buyer Purchaser and Sellers Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. Property. (b) At Closing, Sellers Seller shall pay or cause to be paid the following: (i) any title search and exam fees and the base Title Owner’s Policy premium for each Asset, (Purchaser specifically agreeing and acknowledging that Seller shall also be entitled to any rebate or discount associated with such title premium); (ii) any costs in connection with discharging any encumbrances that Sellers Seller specifically agree agrees to or are is obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement; (iii) any state or local transfer tax, excise tax or documentary stamps payable on the conveyance of the Property to Purchaser; (iv) Broker’s commissions; and (iiiv) one-half (1/2) of all escrow charges. or closing charges of the Escrow Agent. (c) At Closing, Buyer Purchaser shall pay or cause to be paid the following: (i) except for to the base Title Policy premium for each Assetextent that any such costs are to be paid by Seller under Section 9.1(b) hereof, all other costs for the Title Owner’s Policy and any lender’s title policy or policies on the Property, including premiums for any extended coverage or any lender title policycoverage, endorsements, search and exam costs, update charges and other title charges charges; (ii) Purchaser’s cost to obtain the Updated Survey, (iii) all other than the fees, costs or expenses in connection with dischargingPurchaser’s due diligence reviews and analyses hereunder; (iv) document recording fees for the Deed, payingthe Condominium Conversion Prohibition Agreement, removing and any other recordable conveyance documents for the Property; (v) all costs associated with Purchaser’s acquisition financing, if any, including any state or curing local documentary stamps, intangibles tax or mortgage tax and recording fees for any encumbrances which are the obligation of Sellers hereunder), recordable loan documents; and (iivi) one-half (1/2) of all escrow charges, or closing charges of the Escrow Agent (iii) Buyer’s cost not to obtain new surveys or to update the Surveys, and (iv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter providedexceed $750.00). Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (bd) Each of BuyerPurchaser, on the one hand, and SellersSeller, on the other hand, shall indemnify the other and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ feesfees actually incurred) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under this SectionSection 9.1. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers shall pay or cause to be paid (i) the base Title Policy premium for each Asset, (ii) any costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer Purchaser shall pay (i) except all of the premiums for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for Owner’s Policies and any extended coverage coverages thereunder or endorsements thereto and all title search, survey, and closing fees and costs with respect thereto (including, without limitation any lender title policySurveys, endorsementsUpdated Surveys, search and exam costsTitle Commitments, update charges and other title charges (other than the costs Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in connection with dischargingeach case, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder)obtained by Purchaser, (ii) one-half (1/2) all recording charges for instruments of all escrow chargesconveyance, (iii) Buyerall mortgage Taxes, documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the transactions contemplated hereby, (iv) except as otherwise required to be paid by Sellers as set forth in clause (c) below, all costs and expenses of obtaining new Franchise Agreements for each Hotel Asset, including any franchise application fees, property improvement plan application fees, attorneys’ fees of the applicable franchisors and, subject to Section 4.7, any property improvement plan costs (the “Replacement Franchise Agreements”), whether or not the same are actually obtained, (v) all costs of Purchaser’s cost to obtain new surveys or to update the Surveysbroker, if any, and (ivvi) one-half of Escrowee’s escrow fees. Sellers shall pay (a) one-half of Escrowee’s escrow fees, (b) any breakage or spread maintenance costs under any debt encumbering its Hotel Assets, (c) any liquidated damages, termination fees, liabilities or obligations under any of the Management Agreements or Franchise Agreements, including those arising from or related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all feescosts of Seller’s broker, costs if any. All transfer Tax, documentary stamps, bulk sales Tax or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs similar charges imposed upon the transfer of the Real Properties or Personal Property (“Transfer Taxes”) shall be allocated paid by Sellers and/or Purchaser in accordance with local customcustom as set forth on Exhibit ▇. Sellers ▇▇▇▇▇▇▇ and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this AgreementPurchaser shall, each party shall pay however, be responsible for the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, shall indemnify the other and their respective successors attorneys and assigns from Purchaser shall be responsible for all costs related to its due diligence and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result inspection of the failure of either such party Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under transactions contemplated by this SectionAgreement. The provisions of this This Section 9.1 4.5 shall survive the each applicable Closing or the and any termination of this Agreement.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers the real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other taxes or charges (“Transfer Taxes”), payable as a result of the conveyance of the Assets to the Buyer pursuant to this Agreement shall pay or cause to be paid by the Buyer or the Sellers in the manner as set forth on Schedule 9.1. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be responsible for (i) the base Title Policy premium for each Assetpayment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Assets, (ii) any costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to one-half of the terms fees and expenses of this Agreementthe Escrow Agent, and (iii) one-half (1/2) of all escrow charges. At Closing, Loan Assumption Costs; and (b) the Buyer shall pay be responsible for all costs and expenses associated with (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder)Buyer’s due diligence, (ii) one-half (1/2) of title reports or abstracts with respect to the Properties as well as all escrow chargessurvey and search costs and updates related thereto, in each case commissioned by the Buyer, (iii) the policy premiums in respect of any fee, leasehold or mortgage title insurance obtained by the Buyer’s cost to obtain new surveys or to update the Surveys, and (iv) all any prepayment fees, costs or expenses penalties and all other amounts associated with the prepayment of the Repaid Loans (the “Prepayment Fees”). The Sellers and the Buyer acknowledge and agree that any Transfer Taxes which may have been due in connection with Buyer’s due diligence reviews an EDT Scheduled Matter (and analyses hereunder. Any other closing costs any penalties relating to any such unpaid Transfer Taxes) shall be allocated in accordance with local custom. the sole responsibility of the Sellers and Sellers shall indemnify the Buyer with respect to any claims related thereto. The Sellers and the Buyer shall pay their respective shares one-half of prorations as hereinafter providedall Loan Assumption Costs within ten (10) days after notice of any Loan Assumption Costs, along with reasonable supporting evidence thereof, is given by one party to the other. Except as otherwise expressly provided in Each party to this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this SectionSection 9.1. Notwithstanding anything to the contrary contained herein, the Sellers shall be responsible for and shall pay all Excluded Seller Loan Expenses. The provisions obligations of Buyer and Sellers to pay the costs set forth in this Section 9.1 shall survive the Closing or for the termination of this AgreementSurvival Period.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other taxes or charges, in each case payable as a result of the transactions contemplated herein or the conveyance of a Property to the Buyer pursuant to this Agreement shall be paid in accordance with the custom of the state, county and city in which such Property is located. Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay or cause for (x) all owner’s title insurance premiums for the title policies for the Properties, and (y) the survey costs for the Properties. Buyer shall pay for the lender’s title insurance premiums and any endorsements, for Deed recordation fees (i.e., the cost to record the Deed, excluding transfer taxes and the other items listed in the second sentence of this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be paid responsible for (i) the base Title Policy premium for each Assetpayment of the costs of their respective legal counsel, (ii) any costs advisors and other professionals employed thereby in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms sale of this Agreement, the Assets and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) one-half (1/2) of all escrow chargesthe fees and expenses of the Escrow Agent, (iiib) Buyer’s cost to obtain new surveys or to update the Surveys, Buyer shall be responsible for all costs and (iv) all fees, costs or expenses in connection associated with the Buyer’s due diligence reviews and analyses hereunder. Any other closing costs (c) the Sellers shall be allocated in accordance responsible for any costs (including third-party lender costs) associated with local customobtaining payoffs or substitutions of any debt encumbering the Properties and recording any instruments required for Sellers to convey title to the Properties subject only to the Permitted Exceptions. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in Each party to this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the 38 aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. (a) The Buyer and Sellers the Seller agree to comply with all real estate transfer tax laws applicable to the sale of the AssetsAsset. At Closing, Sellers documentary transfer taxes payable to the State of California and the City and County of San Francisco as a result of the conveyance of the Asset to Buyer pursuant to this Agreement shall pay or cause be split equally between Buyer and Seller. In addition to be paid the foregoing and their respective apportionment obligations hereunder, (i) the base Title Policy premium Seller and the Buyer shall each be responsible for each the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Asset, (ii) Seller shall be responsible for all costs and expenses associated with (A) payment when due, of any costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to paydeferred Incentive Management Fees, discharge, remove or cure pursuant to the terms of this extent required by the Management Agreement, and (iiiB) one-half (1/2) the payment of all escrow charges. At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all costs for of the Title Policy including premiums (but solely with respect to the basic CLTA owner’s policy without endorsements) and (iii) Buyer shall be responsible for all costs and expenses associated with (1) Buyer’s due diligence, (2) any endorsements or extended coverage or to the Title Policy, (3) the policy premiums in respect of any lender mortgage title policyinsurance obtained by the Buyer, endorsements(4) all survey and search costs with respect to the Property and updates related thereto, search and exam costs(5) payment, update at the Closing, of the recording charges and other title charges fees (other than deed recordation taxes) for the costs documents necessary to transfer the Asset, (6) obtaining any financing the Buyer may elect to obtain (including any fees, financing costs, transfer taxes, mortgage and recordation taxes and intangible taxes in connection with discharging, paying, removing or curing any encumbrances therewith) and (7) all other costs which are the obligation responsibility under applicable law for the Buyer to pay (including, without limitation, all sales and use taxes due as a result of Sellers hereunderthe sale of the Asset), (ii) one-half (1/2) of all escrow charges, (iii) Buyer’s cost to obtain new surveys or to update the Surveys, and (iv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 Article IX shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer Purchaser and Sellers Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. Property. (b) At Closing, Sellers Seller shall pay or cause to be paid the following: (i) any title search and exam fees and the base Title Owner’s Policy premium for each Asset, (Purchaser specifically agreeing and acknowledging that Seller shall also be entitled to any rebate or discount associated with such title premium); (ii) any costs in connection with discharging any encumbrances that Sellers Seller specifically agree agrees to or are is obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement; (iii) any state or local transfer tax, excise tax or documentary stamps payable on the conveyance of the Property to Purchaser; (iv) Broker’s commission; and (iiiv) one-half (1/2) of all escrow charges. or closing charges of the Escrow Agent. (c) At Closing, Buyer Purchaser shall pay or cause to be paid the following: (i) except for to the base Title Policy premium for each Assetextent that any such costs are to be paid by Seller under Section 9.1(b) hereof, all other costs for the Title Owner’s Policy and any lender’s title policy or policies on the Property, including premiums for any extended coverage or any lender title policycoverage, endorsements, search and exam costs, update charges and other title charges charges; (ii) Purchaser’s cost to obtain the Updated Survey; (iii) all other than the fees, costs or expenses in connection with dischargingPurchaser’s due diligence reviews and analyses hereunder; (iv) document recording fees for the Deed, payingthe Condominium Conversion Prohibition Agreement and any other recordable conveyance documents for the Property; (v) all costs associated with Purchaser’s acquisition financing, removing if any, including any state or curing local documentary stamps, intangibles tax or mortgage tax and recording fees for any encumbrances which are the obligation of Sellers hereunder), recordable loan documents; and (iivi) one-half (1/2) of all escrow charges, or closing charges of the Escrow Agent (iii) Buyer’s cost not to obtain new surveys or to update the Surveys, and (iv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter providedexceed $750.00). Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (bd) Each of BuyerPurchaser, on the one hand, and SellersSeller, on the other hand, shall indemnify the other and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ feesfees actually incurred) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under this SectionSection 9.1. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers Seller agree to comply with all real estate transfer and recordation tax laws applicable to the sale of the Assets. At Closing, Sellers Seller shall pay or cause to be paid (i) the base Title Policy premium for each Asset, (ii) any costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search transfer and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder)recordation taxes payable, (ii) one-half (1/2) of all escrow charges, (iii) Buyer’s cost to obtain new surveys or to update all costs in connection with discharging any Existing Mortgages, Post- Effective Date Voluntary Encumbrances and Monetary Encumbrances that are the Surveys, obligation of Seller hereunder and (iv) the costs of any endorsements issued to insure over any Non-Permitted Exceptions or Title Defects. At Closing, Buyer shall pay or cause to be paid (i) one-half (1/2) of all transfer taxes payable, (ii) all costs for the Title Policy except the amount for which Seller is responsible, as noted above, (iii) any recording fees except the amount for which Seller is responsible, as noted above, (iv) one-half (1/2) of all escrow charges, (v) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder, (vi) the cost of any update or recertification of the Survey, and (vii) all costs associated with Buyer’s financing, including documentary stamp tax and intangible tax on any mortgage of the Property by Buyer. Any other closing transaction costs shall be allocated paid by Buyer and Seller, as applicable, in accordance with local customcustom for the Property. Sellers Seller and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, party to this Agreement shall indemnify the other party hereto and their its respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) Losses which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this SectionSection 9.1. The provisions of this Section 9.1 shall survive the Closing or the termination of this AgreementAgreement indefinitely.

Transaction Costs. (a) Buyer Seller shall be responsible for and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers shall pay or cause to be paid upon Closing (i) the base Title Policy premium for each Asset, (ii) any costs in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, and (iii) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) except for the base Title Policy premium for each Asset, all costs for cost of the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder)Updated Survey, (ii) one-half of the transfer taxes or documentary stamps owed in connection with the Deed (1/2) of all escrow chargesand Seller and Purchaser shall timely execute and deliver such forms and returns as are necessary in connection therewith), (iii) Buyer’s one-half of the base cost of the owner's title insurance policy (the "Owner's Policy") to obtain new surveys or be delivered to update Purchaser in accordance with the Surveysprovisions of the marked-up title commitment described in Section 3(A) above, it being understood that Seller shall not be obligated to pay for any endorsements requested by Purchaser, (iv) one-half of Title Insurer's standard escrow fees (the "Escrow Fees"), if any, (v) one-half of Title Insurer's fee (the "GAP Fee"), if any, to perform a "New York Style" closing in which the Title Insurer insures the "gap" period between the date of the most recent date down of the title commitment and the Closing Date and issues a marked-up title commitment at Closing, and (ivvi) all feescharges to record releases of Seller's existing mortgage financing. Purchaser shall be responsible for and pay upon Closing (i) one-half of the cost of the Updated Survey, costs (ii) one-half of the transfer taxes or expenses documentary stamps owed in connection with Buyer’s due diligence reviews the Deed, (iii) title insurance premiums for any endorsements requested by Purchaser, (iv) one-half of the cost of the Owner's Policy, (v) one-half of the Escrow Fees, (vi) one-half of the GAP Fee, and analyses hereunder(vii) any remaining recording charges, together with all other charges customarily paid by a purchaser of improved real estate in the State of Georgia, whether or not the Closing occurs. Any other closing costs shall Seller and Purchaser shall, however, be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay responsible for the fees of its own attorneys, accountants and other professionals. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, shall indemnify the other and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned fees or other charges for which it has assumed responsibility under this Section. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) The Buyer and Sellers the Seller agree to comply with all real estate transfer tax laws applicable to the sale of the AssetsAsset. At ClosingClosing and subject to the provisions of Section 3.6 with respect to the Sheraton Buyer, Sellers the Seller and the Buyer shall pay or cause documentary, transfer and recordation taxes and other closing costs and expenses payable as a result of the conveyance of the Asset to be paid Buyer pursuant to this Agreement in accordance with the local custom for the payment of such documentary, transfer and recordation taxes and other closing costs and expenses as set forth on Schedule 9.1 attached hereto and made a part hereof. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the base Title Policy premium Seller and the Buyer shall each be responsible for each the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Asset, ; (ii) the Buyer shall be responsible for all costs and expenses associated with (A) Buyer’s due diligence, (B) any extended coverage or endorsements to the Title Policy and the cost of updating the Existing Survey or obtaining any new surveys, (C) the policy premiums in respect of any mortgage title insurance obtained by the Buyer, (D) all search costs with respect to the Asset and updates related thereto not included in the basic policy premium, (E) except as otherwise provided in this subsection 9.1(a), payment, at the Closing, of the recording charges and fees for the documents necessary to transfer the Asset, and (F) obtaining any financing the Buyer may elect to obtain (including any fees, financing costs, mortgage and recordation taxes and intangible taxes in connection with discharging any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, therewith); and (iii) one-half (1/2) of all escrow charges. At Closing, the Seller and/or Buyer shall pay (i) except be responsible for the base Title Policy basic policy premium for each Asset, all costs for with respect to the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and exam costs, update charges and other title charges (other than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) one-half (1/2) of all escrow charges, (iii) Buyer’s cost to obtain new surveys or to update the Surveys, and (iv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance with local customSchedule 9.1 attached hereto. Sellers Buyer and Buyer Seller shall each pay their respective shares fifty percent (50%) of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the any escrow fees of its own attorneys, accountants and other professionalsEscrow Agent. (b) Each of Buyer, on the one hand, and Sellers, on the other hand, party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ feesfees but excluding consequential, punitive and/or special damages) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section. (c) All sales, use and occupancy taxes, if any, due or to become due in connection with revenues received from any Asset prior to the Closing Date shall remain the responsibility of Seller. The Seller shall be entitled to receive any rebates or refunds with respect to any such taxes paid by such Seller with respect to the Property. The Seller shall indemnify, defend and hold harmless Buyer and the Buyer-Related Entities from and against any and all Losses that Buyer or any Buyer-Related Entity shall incur as a result of Seller’s failure to pay any such sales, use or occupancy or similar taxes, or as a result of any failure of Seller to comply with the “bulk sales” provisions under Wis. Stat. Section 406.104. In addition, Seller acknowledges and agrees that at Closing, Manager shall retain such funds as are required for the payment of any and all such taxes and is hereby instructed by Buyer and Seller to pay such taxes when due on behalf of Seller. (d) The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) In addition to their respective apportionment obligations hereunder, (i) Seller and Buyer shall each be responsible for the payment of the costs of their respective legal counsel, advisors and Sellers agree to comply other professionals employed thereby in connection with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, Sellers shall pay or cause to be paid (i) the base Title Policy premium for each Asset, ; (ii) Buyer and Seller shall each be responsible for fifty percent (50%) of any costs escrow established under this Agreement (including, but not limited to, any fees and expenses of Escrow Agent); (iii) Seller shall be responsible for any “Grantor Tax” levied in connection with discharging the transfer and any encumbrances that Sellers specifically agree to or are obligated to pay, discharge, remove or cure pursuant to the terms of this Agreement, “Regional Transportation Improvement Fee”; and (iiiiv) one-half (1/2) of all escrow charges. At Closing, Buyer shall pay (i) except be responsible for the base Title Policy premium for each Asset, all costs and expenses associated with (A) Buyer’s due diligence, (B) the policy premiums for the Title Policy Policy, including premiums for any extended coverage or endorsements to the Title Policy, the cost of removing any lender so-called “standard exceptions” to the Title Policy, and the cost of updating the Existing Survey or obtaining a new survey, (C) the policy premiums in respect of any mortgage title policyinsurance obtained by Buyer, endorsements(D) all search costs with respect to the Assets and updates related thereto not included in the basic policy premium, search and exam costs(E) payment, update at the Closing, of the recording charges and fees for the documents necessary to transfer the Assets, (F) except as otherwise set forth in this subsection 9.1(a), all taxes, levies, charges or fees incurred with respect to transfer, recording or other title charges (other than the costs payable in connection with dischargingthe assignment, payingtransfer or conveyance of the Assets and the Asset-Related Property, removing including, without limitation, any “Grantee Tax” and any fees payable to replace the goods or curing any encumbrances services provided under the Operating Agreements (which are the obligation of Sellers hereundernot assigned or transferred to Buyer), (iiG) one-half obtaining any financing Buyer may elect to obtain (1/2) of all escrow chargesincluding any fees, financing costs, mortgage and recordation taxes and documentary stamps in connection therewith), (iiiH) Buyer’s cost to obtain new surveys or to update the Surveysapplication for, and the issuance of and/or the performance under the New Franchise Agreement (iv) all including, but not limited to, any fees, costs reimbursements or expenses other amounts charged by Franchisor in connection with its consent to Buyer’s assumption of the Existing Franchise Agreement or the issuance of the New Franchise Agreement to Buyer), (I) any fees and costs related to Buyer obtaining a transfer of or replacement Liquor Licenses and (J) all sales, use or similar taxes due diligence reviews and analyses hereunder. Any other closing costs shall be allocated in accordance connection with local custom. Sellers and Buyer shall pay their respective shares the transfer of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees portion of its own attorneys, accountants and other professionalsthe Assets constituting personal property (including vehicles). (b) Each of Buyer, on the one hand, and Sellers, on the other hand, party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Sectionsection. The provisions of this Section 9.1 Article IX shall survive the Closing or the termination of this AgreementAgreement without limitation.