Common use of Transaction Costs Clause in Contracts

Transaction Costs. The Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, (i) the Seller shall pay all title insurance premiums for a 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 endorsements needed to cure any Title/Survey Objection), and (iii) 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, (a) the 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 Assets, and (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer's due diligence. Each 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1. The Seller shall 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 account of the lender and any servicers in connection with such loan assumption.

Transaction Costs. The Buyer and each Seller agree to comply (a) Sellers shall -may for the following costs associated with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, this transaction: (i) the Seller shall pay all title insurance premiums for a basic owner's title policy fees and all title search feesexpenses o-L 4-ts accountants and attorneys, and (ii) Buyer 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 cost 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 any 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 any franchise affil@-ations CaDStar desires to obtain, and (vi) fees and expenses relating to the transfer of all title endorsements obtained by Buyer liquor licenses for the Properties, the Pi-nk Shell and Sa'Let7 Harbor. (except for 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 endorsements needed to cure any Title/Survey Objection)escrow agent, and (iii) the parties shall split survey costs and the fees and costs of updates to the Escrow Agent arising as a result Existing Surveys or obtaining new surveys, (iv) transfer taxes, (v) documentary stamp taxes, (vi) sales and use taxes incurred by reason of the Closing transfer of the transactions contemplated herein. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the 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 AssetsPurchased Assets as con- LemiDlated by this Agreement, and (bvii) the Buyer shall be responsible for costs and charges relating to all Title Commitments and Title Policies (includ@-ng, without limitat4-on, any costs and charges of Guardian Title of ▇▇▇ County). All other costs and expenses associated not e@ressly addressed in this Section 12.3 shall be allocated between the parties i-n accordance with the Buyer's due diligence. Each party local custom for similar transactions. (d) If SSPC is able to this Agreement shall indemnify the other parties provide CapStar wi-th engineering, building condition, environmental or aDDraisal reports that are satisfactory to CapStar 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 party to timely pay any of the aforementioned taxes, 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 Section 7.1its nal--ional contracts. The Seller Notwithstanding the foregoing sentence, CapStar shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through the Closing Date have no obligation to use and all other fees, expenses (inclusive of lender and servicer legal fees) and charges payable Day for reports that SSPC may be able to or for the account of the lender and any servicers in connection with such loan assumptionprovide to CapStar.

Transaction Costs. The (a) Buyer and each Seller Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller 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 real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or escrow charges. At Closing, Buyer shall pay (i) except for the Seller shall pay base Title Policy premium for each Asset, all title insurance costs for the Title Policy including premiums for a basic owner's any extended coverage or any lender title policy policy, endorsements, search and all exam costs, update charges and other title search feescharges (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 for the cost their respective shares of all title endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection)prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, and (iii) the parties each party shall split survey costs and pay 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 hereunderits own attorneys, (a) the Seller and the Buyer shall each be responsible for the payment of the costs of their respective legal counsel, advisors accountants and other professionals employed thereby in connection with the sale of the Assets, and professionals. (b) Each of Buyer, on the Buyer shall be responsible for all costs one hand, and expenses associated with Sellers, on the Buyer's due diligence. Each party to this Agreement other hand, 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 7.1Section. The Seller provisions of this Section 9.1 shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through survive the Closing Date and all other fees, expenses (inclusive or the termination of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionthis Agreement.

Transaction Costs. The Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At ClosingPurchaser shall pay, the Seller shall pay all real property transfer taxesor reimburse Sellers for, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closingas applicable, (i) all of the Seller shall pay all title insurance premiums for a basic owner's title policy the Owner’s Policies and any extended coverages thereunder or endorsements thereto and all title search feessearch, survey, and closing fees and costs with respect thereto (including, without limitation any the Updated Surveys or Updated Title Commitments), in each case, obtained by Purchaser, (ii) Buyer shall pay all recording charges for the cost instruments of all title endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection)conveyance, and (iii) the parties shall split survey costs and the fees and costs of the Escrow Agent arising as a result of the Closing of all mortgage taxes, documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the transactions contemplated herein. In addition to hereby, (iv) all costs and expenses of the foregoing and their respective apportionment obligations hereunderDebt Assumption (including, without limitation, (a) any costs, fees or charges of the Seller lender(s) of the Assumed Debt from time to time (as applicable, the “Lender”), (b) mortgage taxes, documentary stamp or similar charges, and (c) any assumption fee, rating agency fees, servicer fees or attorneys’ fees for the rating agencies and the Buyer 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 any transfer taxes, documentary stamps, bulk sales tax or similar charges imposed upon the transfer of the Real Properties or Personal Property, and (ix) one-half (1/2) of Escrowee’s escrow fees. 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, (b) its Pro Rata Share of one-half (1/2) of Escrowee’s escrow fees, (d) any breakage or spread maintenance costs under any debt encumbering its Hotel Assets, (e) all 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 associated with any 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 broker, if any. Sellers and Purchaser shall, however, be responsible for the payment of the costs fees of their respective legal counsel, advisors attorneys and other professionals employed thereby in connection with the sale of the Assets, and (b) the Buyer Purchaser shall be responsible for all costs related to its due diligence and expenses associated with the Buyer's due diligence. Each 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 inspection of the failure of either party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Property. This Section 7.1. The Seller 4.5 shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through survive the Closing Date and all other fees, expenses (inclusive of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptiontermination of this Agreement.

Transaction Costs. The Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller Purchaser shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, (i) all of the Seller shall pay all title insurance premiums for a basic owner's title policy the Owner’s Policies and any extended coverages thereunder or endorsements thereto and all title search feessearch, survey, and closing fees and costs with respect thereto (including, without limitation any Surveys, Updated Surveys, Title Commitments, Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in each case, obtained by Purchaser, (ii) Buyer shall pay all recording charges for the cost instruments of all title endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection)conveyance, and (iii) 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 hereunderall mortgage Taxes, (a) the 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 documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the sale of the Assetstransactions contemplated hereby, and (biv) the Buyer shall except as otherwise required to be responsible for paid by Sellers as set forth in clause (c) below, all costs and expenses associated with the Buyer's due diligence. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against of obtaining new Franchise Agreements for each Hotel Asset, including any and all lossfranchise application fees, damageproperty improvement plan application fees, cost, charge, liability or expense (including court costs and reasonable attorneys' fees) which such other party may sustain or incur as a result ’ fees of the failure 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 either party to timely Purchaser’s broker, if any, and (vi) 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 aforementioned taxesManagement Agreements or Franchise Agreements, fees including those arising from or other related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all costs of Seller’s broker, if any. All transfer Tax, documentary stamps, bulk sales Tax or similar charges for which it has assumed responsibility under this Section 7.1imposed upon the transfer of the Real Properties or Personal Property (“Transfer Taxes”) shall be paid by Sellers and/or Purchaser in accordance with local custom as set forth on Exhibit ▇. The Seller shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through and Purchaser shall, however, be responsible for the fees of their respective attorneys and Purchaser shall be responsible for all costs related to its due diligence and inspection of the Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to the transactions contemplated by this Agreement. This Section 4.5 shall survive the Closing Date and all other fees, expenses (inclusive of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptiontermination of this Agreement.

Transaction Costs. The Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller Purchaser shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, (i) all of the Seller shall pay all title insurance premiums for a basic owner's title policy the Owner’s Policies and any extended coverages thereunder or endorsements thereto and all title search feessearch, survey, and closing fees and costs with respect thereto (including, without limitation any Surveys, Updated Surveys, Title Commitments, Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in each case, obtained by Purchaser, (ii) Buyer shall pay all recording charges for the cost instruments of all title endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection)conveyance, and (iii) 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 hereunderall mortgage Taxes, (a) the 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 documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the sale of the Assetstransactions contemplated hereby, and (biv) the Buyer shall except as otherwise required to be responsible for paid by Sellers as set forth in clause (c) below, all costs and expenses associated with the Buyer's due diligence. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against of obtaining new Franchise Agreements for each Hotel Asset, including any and all lossfranchise application fees, damageproperty improvement plan application fees, cost, charge, liability or expense (including court costs and reasonable attorneys' fees) which such other party may sustain or incur as a result ’ fees of the failure 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 either party to timely Purchaser’s broker, if any, and (vi) 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 aforementioned taxesManagement Agreements or Franchise Agreements, fees including those arising from or other related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all costs of Seller’s broker, if any. All transfer Tax, documentary stamps, bulk sales Tax or similar charges for which it has assumed responsibility under this Section 7.1. The Seller imposed upon the transfer of the Real Properties or Personal Property (“Transfer Taxes”) shall pay the loan assumption fee specified be paid by Sellers and/or Purchaser in the loan documents governing the ▇accordance with local custom as set forth on Exhibit H. ▇▇▇▇▇▇▇ Loan together with interest thereon accrued through the Closing Date and all other feesPurchaser shall, expenses (inclusive of lender and servicer legal fees) and charges payable to or however, be responsible for the account fees of their respective attorneys and Purchaser shall be responsible for all costs related to its due diligence and inspection of the lender Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to the transactions contemplated by this Agreement. This Section 4.5 shall survive each applicable Closing and any servicers in connection with such loan assumptiontermination of this Agreement.

Transaction Costs. The Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. (a) At Closing, the Seller shall pay all Seller’s Proportionate Share, and Buyer shall pay Buyer’s Proportionate Share, of (1) any real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar transfer taxes or charges. At Closing, (i) the Seller shall pay all title insurance premiums for a 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 endorsements needed to cure any Title/Survey Objection), and (iii) the parties shall split survey costs and the fees and costs of the Escrow Agent arising charges payable as a result of the Closing 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 herein. In addition to the foregoing and their respective apportionment obligations 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 (a“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) Seller and the Buyer shall each be responsible for the payment of its own due diligence costs and the costs of their its respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the AssetsBREP 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, and (bii) the Buyer shall be responsible for all costs and expenses associated with the Buyer's due diligence. 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 parties 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 the indemnifying party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1. The Seller shall 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 account of the lender and any servicers in connection with such loan assumption9.1.

Transaction Costs. The Buyer and each Seller agree to comply with Sellers shall pay for (x) all real estate transfer tax laws applicable to standard owner’s title insurance premiums for the sale of title policies for the Assets. At ClosingProperties, (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) all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes Taxes or charges. At Closing, (i) the Seller shall pay all title insurance premiums for a 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 endorsements needed to cure any Title/Survey Objection), and (iii) the parties shall split survey costs and the fees and costs of the Escrow Agent arising in each case payable as a result of the Closing of the transactions contemplated hereinherein 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, (ai) the Seller 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, Transferred Assets and (bB) one-half of the fees and expenses of the Escrow Agent, (ii) the Buyer shall be responsible for all costs and expenses associated with the Buyer's ’s due diligencediligence and (iii) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining payoffs or substitutions of any debt encumbering the Properties. Each 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 party to timely pay any of the aforementioned taxesTaxes, fees or other charges for which it has assumed responsibility under this Section 7.19.1. The Seller This indemnity shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through the Closing Date and survive all other fees, expenses (inclusive of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionClosings hereunder.

Transaction Costs. The Buyer and each Seller the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar 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. At Closing, (i) the Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay for (x) all owner’s title insurance premiums for a basic owner's the title policy and all title search feespolicies for the Properties, (iiy) 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 all title endorsements this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection), and (iii) 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 hereinBuyer. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Seller Sellers and the Buyer shall each be responsible for for (i) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the AssetsAssets and (ii) one-half of the fees and expenses of the Escrow Agent, and (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer's ’s due diligencediligence and (c) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining 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. Each 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1. The Seller shall 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 account of the lender and any servicers in connection with such loan assumption9.1.

Transaction Costs. The Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, (i) the Seller shall pay all title insurance premiums for a 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 endorsements needed to cure any Title/Survey Objection), and (iii) 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, (a) the Seller and the Buyer Purchaser shall each be responsible for the payment of the Transaction Costs as follows: (a) Seller shall pay for (if applicable) - - - (i) The title costs of their title searches, title commitments, and the base premium for the Owner’s Title Policy (other than all other costs for the 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) The Surveys; (iii) The Brokerage Commission; (iv) Any recording costs and transfer taxes, documentary stamp taxes, and like charges associated with the sale and conveyance of the Properties; (v) All fees and expenses of Seller’s respective legal counsel, advisors accountants and other professionals employed thereby 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. (b) Purchaser shall pay for (if applicable) - - - (i) Zoning Evidence; (ii) Valuations; (iii) Property Condition Reports; (iv) Environmental Reports; (v) Fees and expenses of Purchaser’s legal counsel, 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, including premiums for any extended coverage or any lender title policy or endorsements (other than the base premium for the Owner’s Title Policy, which are the obligation of Seller hereunder); (vii) 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 (FOUR HUNDRED THOUSAND AND NO/100 DOLLARS) in connection with the sale of the Assets, and (b) the Buyer shall be responsible for all costs and expenses any fees imposed by Seller’s lender associated with the Buyer's due diligencetransaction discussed herein. Each 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 The provisions of the failure of either party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1. The Seller 2.06 shall pay survive Closing or 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 earlier termination or expiration of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionthis Agreement.

Transaction Costs. The Buyer (a) Purchaser and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. Property. (b) At Closing, the Seller shall pay or cause to be paid the following: (i) any title search and exam fees and the base Owner’s Policy premium (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 Seller specifically agrees to or 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 (v) one-half (1/2) of all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes escrow or charges. closing charges of the Escrow Agent. (c) At Closing, Purchaser shall pay or cause to be paid the following: (i) except to the extent that any such costs are to be paid by Seller shall pay under Section 9.1(b) hereof, all other costs for the Owner’s Policy and any lender’s title insurance policy or policies on the Property, including premiums for a basic owner's any extended coverage, endorsements, update charges and other title policy and all title search fees, charges; (ii) Buyer shall pay for Purchaser’s cost to obtain the cost of all title endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection)Updated Survey, and (iii) all other fees, costs or expenses in connection with Purchaser’s due diligence reviews and analyses hereunder; (iv) document recording fees for the parties shall split survey Deed, the Condominium Conversion Prohibition Agreement, and any other recordable conveyance documents for the Property; (v) all costs associated with Purchaser’s acquisition financing, if any, including any state or local documentary stamps, intangibles tax or mortgage tax and the recording fees for any recordable loan documents; and costs (vi) one-half (1/2) of all escrow or closing charges of the Escrow Agent arising (not to exceed $750.00). Except as a result otherwise expressly provided in this Agreement, each party shall pay the fees of the Closing of the transactions contemplated herein. In addition to the foregoing and their respective apportionment obligations hereunderits own attorneys, (a) the Seller and the Buyer shall each be responsible for the payment of the costs of their respective legal counsel, advisors accountants and other professionals employed thereby in connection with professionals. (d) Each of Purchaser, on the sale of the Assetsone hand, and (b) Seller, on the Buyer shall be responsible for all costs and expenses associated with the Buyer's due diligence. Each party to this Agreement other hand, 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’ fees 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 taxes, fees or other charges for which it has assumed responsibility under this Section 7.19.1. The Seller provisions of this Section 9.1 shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through survive the Closing Date and all other fees, expenses (inclusive or the termination of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionthis Agreement.

Transaction Costs. The (a) Buyer and each Seller agree to comply with all real estate transfer and recordation tax laws applicable to the sale of the Assets. At Closing, the Seller shall pay or cause to be paid (i) one-half (1/2) of all real property transfer taxesand recordation taxes payable, deed stamps(ii) one-half (1/2) of all escrow charges, conveyance taxes(iii) all costs in connection with discharging any Existing Mortgages, recordation, documentary stamp taxes Post- Effective Date Voluntary Encumbrances and other similar taxes Monetary Encumbrances that are the obligation of Seller hereunder and (iv) the costs of any endorsements issued to insure over any Non-Permitted Exceptions or chargesTitle Defects. At Closing, Buyer shall pay or cause to be paid (i) the Seller shall pay one-half (1/2) of all title insurance premiums for a basic owner's title policy and all title search feestransfer 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 transaction costs shall be paid by Buyer and Seller, as applicable, in accordance with local custom for the Property. Seller and Buyer shall pay for the cost their respective shares of all title endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection)prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, and (iii) the parties each party shall split survey costs and pay 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 hereunderits own attorneys, (a) the Seller and the Buyer shall each be responsible for the payment of the costs of their respective legal counsel, advisors accountants and other professionals employed thereby in connection with the sale of the Assets, and professionals. (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer's due diligence. Each party to this Agreement shall indemnify the other parties 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.19.1. The Seller provisions of this Section 9.1 shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through survive the Closing Date and all other fees, expenses (inclusive or the termination of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionthis Agreement indefinitely.

Transaction Costs. The Buyer and each Seller the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar 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. At Closing, (i) the Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay for (x) all owner’s title insurance premiums for a basic owner's the title policy policies for the Properties, and all title search fees, (iiy) 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 all title endorsements this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection), and (iii) 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 hereinBuyer. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Seller Sellers and the Buyer shall each be responsible for (i) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the AssetsAssets and (ii) one-half of the fees and expenses of the Escrow Agent, and (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer's ’s due diligencediligence and (c) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining 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. Each 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 party to timely pay any of the 38 aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1. The Seller shall 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 account of the lender and any servicers in connection with such loan assumption9.1.

Transaction Costs. The Buyer (a) Purchaser and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. Property. (b) At Closing, the Seller shall pay or cause to be paid the following: (i) any title search and exam fees and the base Owner’s Policy premium (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 Seller specifically agrees to or 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 (v) one-half (1/2) of all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes escrow or charges. closing charges of the Escrow Agent. (c) At Closing, Purchaser shall pay or cause to be paid the following: (i) except to the extent that any such costs are to be paid by Seller shall pay under Section 9.1(b) hereof, all other costs for the Owner’s Policy and any lender’s title insurance policy or policies on the Property, including premiums for a basic owner's any extended coverage, endorsements, update charges and other title policy and all title search fees, charges; (ii) Buyer shall pay for Purchaser’s cost to obtain the cost of all title endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection), and Updated Survey; (iii) all other fees, costs or expenses in connection with Purchaser’s due diligence reviews and analyses hereunder; (iv) document recording fees for the parties shall split survey Deed, the Condominium Conversion Prohibition Agreement and any other recordable conveyance documents for the Property; (v) all costs associated with Purchaser’s acquisition financing, if any, including any state or local documentary stamps, intangibles tax or mortgage tax and the recording fees for any recordable loan documents; and costs (vi) one-half (1/2) of all escrow or closing charges of the Escrow Agent arising (not to exceed $750.00). Except as a result otherwise expressly provided in this Agreement, each party shall pay the fees of the Closing of the transactions contemplated herein. In addition to the foregoing and their respective apportionment obligations hereunderits own attorneys, (a) the Seller and the Buyer shall each be responsible for the payment of the costs of their respective legal counsel, advisors accountants and other professionals employed thereby in connection with professionals. (d) Each of Purchaser, on the sale of the Assetsone hand, and (b) Seller, on the Buyer shall be responsible for all costs and expenses associated with the Buyer's due diligence. Each party to this Agreement other hand, 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’ fees 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 taxes, fees or other charges for which it has assumed responsibility under this Section 7.19.1. The Seller provisions of this Section 9.1 shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through survive the Closing Date and all other fees, expenses (inclusive or the termination of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionthis Agreement.

Transaction Costs. The Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller shall be responsible for and pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, upon Closing (i) one-half of the cost of the Updated Survey, (ii) one-half of the transfer taxes or documentary stamps owed in connection with the Deed (and Seller and Purchaser shall timely execute and deliver such forms and returns as are necessary in connection therewith), (iii) one-half of the base cost of the owner's title insurance policy (the "Owner's Policy") to be delivered to Purchaser in accordance with the provisions of the marked-up title commitment described in Section 3(A) above, it being understood that Seller shall not be obligated to pay all 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 (vi) charges 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, (ii) one-half of the transfer taxes or documentary stamps owed in connection with the Deed, (iii) title insurance premiums for a basic owner's title policy and all title search feesany endorsements requested by Purchaser, (iiiv) Buyer shall pay for one-half of the cost of all title endorsements obtained by Buyer the Owner's Policy, (except for any endorsements needed to cure any Title/Survey Objection)v) one-half of the Escrow Fees, (vi) one-half of the GAP Fee, and (iiivii) any remaining recording charges, together with all other charges customarily paid by a purchaser of improved real estate in the parties shall split survey costs and the fees and costs State of the Escrow Agent arising as a result of Georgia, whether or not the Closing of the transactions contemplated hereinoccurs. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Seller and the Buyer shall each Purchaser shall, however, be responsible for the payment of the costs fees of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Assets, and (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer's due diligence. Each 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1. The Seller shall 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 account of the lender and any servicers in connection with such loan assumption.

Transaction Costs. The Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller Purchaser shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, (i) all of the Seller shall pay all title insurance premiums for a basic owner's title policy the Owner’s Policies and any extended coverages thereunder or endorsements thereto and all title search feessearch, survey, and closing fees and costs with respect thereto (including, without limitation any Surveys, Updated Surveys, Title Commitments, Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in each case, obtained by Purchaser, (ii) Buyer shall pay all recording charges for the cost instruments of all title endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection)conveyance, and (iii) 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 hereunderall mortgage Taxes, (a) the 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 documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the sale of the Assetstransactions contemplated hereby, and (biv) the Buyer shall except as otherwise required to be responsible for paid by Sellers as set forth in clause (c) below, all costs and expenses associated with the Buyer's due diligence. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against of obtaining new Franchise Agreements for each Hotel Asset, including any and all lossfranchise application fees, damageproperty improvement plan application fees, cost, charge, liability or expense (including court costs and reasonable attorneys' fees) which such other party may sustain or incur as a result ’ fees of the failure 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 either party to timely Purchaser’s broker, if any, and (vi) 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 aforementioned taxesManagement Agreements or Franchise Agreements, fees including those arising from or other related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all costs of Seller’s broker, if any. All transfer Tax, documentary stamps, bulk sales Tax or similar charges for which it has assumed responsibility under this Section 7.1imposed upon the transfer of the Real Properties or Personal Property (“Transfer Taxes”) shall be paid by Sellers and/or Purchaser in accordance with local custom as set forth on Exhibit ▇. The Seller shall 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 feesPurchaser shall, expenses (inclusive of lender and servicer legal fees) and charges payable to or however, be responsible for the account fees of their respective attorneys and Purchaser shall be responsible for all costs related to its due diligence and inspection of the lender Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to the transactions contemplated by this Agreement. This Section 4.5 shall survive each applicable Closing and any servicers in connection with such loan assumptiontermination of this Agreement.

Transaction Costs. The (a) Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the AssetsAsset. At Closing, the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes payable to the State of Illinois and other similar taxes or charges. At Closing, (i) the Seller shall pay all title insurance premiums for a 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 endorsements needed to cure any Title/Survey Objection), and (iii) the parties shall split survey costs and the fees and costs of the Escrow Agent arising ▇▇▇▇ County as a result of the Closing conveyance of the transactions contemplated hereinAsset to Buyer pursuant to this Agreement shall 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, (ai) the 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 AssetsAsset, (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 are not the responsibility of the tenant under the associated Space Lease, and (b4) the cost, not to exceed $2,000, to update the Existing Survey and cause the surveyor to upgrade same to the standards of an ALTA survey and to recertify same to Seller, Buyer, Buyer’s lender and the Title Company, (iii) Buyer shall be responsible for all costs and expenses associated with the (1) Buyer's ’s 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 (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 pay, and (iv) Seller and Buyer shall each pay one-half of all costs and expenses associated with any reinsurance obtained by Buyer as set forth on Schedule C-2 with respect to the Title Policy. (b) Each 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1Section. The Seller provisions of this Article IX shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through survive the Closing Date and all other fees, expenses (inclusive or the termination of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionthis Agreement.

Transaction Costs. The Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller Purchaser shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, (i) all of the Seller shall pay all title insurance premiums for a basic owner's title policy the Owner’s Policies and any extended coverages thereunder or endorsements thereto and all title search feessearch, survey, and closing fees and costs with respect thereto (including, without limitation any Surveys, Updated Surveys, Title Commitments, Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in each case, obtained by Purchaser, (ii) Buyer shall pay all recording charges for the cost instruments of all title endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection)conveyance, and (iii) 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 hereunderall mortgage Taxes, (a) the 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 documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the sale of the Assetstransactions contemplated hereby, and (biv) the Buyer shall except as otherwise required to be responsible for paid by Sellers as set forth in clause (c) below, all costs and expenses associated with the Buyer's due diligence. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against of obtaining new Franchise Agreements for each Hotel Asset, including any and all lossfranchise application fees, damageproperty improvement plan application fees, cost, charge, liability or expense (including court costs and reasonable attorneys' fees) which such other party may sustain or incur as a result ’ fees of the failure 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 either party to timely Purchaser’s broker, if any, and (vi) 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 aforementioned taxesManagement Agreements or Franchise Agreements, fees including those arising from or other related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all costs of Seller’s broker, if any. All transfer Tax, documentary stamps, bulk sales Tax or similar charges for which it has assumed responsibility under this Section 7.1. The Seller imposed upon the transfer of the Real Properties or Personal Property (“Transfer Taxes”) shall pay the loan assumption fee specified be paid by Sellers and/or Purchaser in the loan documents governing the ▇accordance with local custom as set forth on Exhibit H. ▇▇▇▇▇▇▇ Loan together with interest thereon accrued through and Purchaser shall, however, be responsible for the fees of their respective attorneys and Purchaser shall be responsible for all costs related to its due diligence and inspection of the Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to the transactions contemplated by this Agreement. This Section 4.5 shall survive the Closing Date and all other fees, expenses (inclusive of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptiontermination of this Agreement.

Transaction Costs. (a) The Buyer and each the Seller agree to comply with all real estate transfer tax laws applicable to the sale of the AssetsAsset. At Closing, the The Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, (i) the Seller shall pay all title insurance premiums for a basic owner's title policy and all title search fees, (ii) Buyer shall agrees to pay for the cost “basic” title insurance premium for a standard form TLTA T-1 Owner’s Policy of all title endorsements obtained Title Insurance issued by Buyer (except for any endorsements needed to cure any Title/Survey Objection), and (iii) Title Company in the parties shall split survey costs and State of Texas with coverage in the fees and costs amount of the Escrow Agent arising as a result of the Closing of the transactions contemplated hereinPurchase Price. In addition to the foregoing and their respective apportionment obligations hereunder, (ai) the 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 AssetsAsset, and (bii) the Buyer shall be responsible for all costs and expenses associated with (A) the Buyer's ’s due diligence, (B) the amount by which the title insurance premium for 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, (F) 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 therewith) and (G) all other costs which are the responsibility under applicable law for the Buyer to pay (including, without limitation, all sales and use taxes due as a result of the sale of the Asset). The fees, if any, of the Escrow Agent shall be equally divided between the Seller and the Buyer. (b) Each 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1Section. The Seller provisions of this Article IX shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through survive the Closing Date and all other fees, expenses (inclusive or the termination of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionthis Agreement.

Transaction Costs. The Buyer (a) Purchaser and each Seller the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. Properties. (b) At Closing, the Seller Sellers shall pay all real property or cause to be paid the following: (i) any title search and exam fees and the base Owner’s Policy premium for 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 taxestax, deed stampsexcise 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, conveyance taxes, recordation, documentary stamp taxes document recording fees for the applicable Deeds and other similar taxes recordable conveyance documents for such Properties; (v) the Brokers’ commissions; and (vi) one-half (1/2) of all escrow or charges. closing charges of the Escrow Agent. (c) At Closing, Purchaser shall pay or cause to be paid the following: (i) the Seller shall pay all title insurance premiums for a basic owner's title policy and all any title search fees, and exam fees and the base Owner’s Policy premium for the Leigh House Property and the Preston View Property; (ii) Buyer shall pay 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 cost of Owner’s Policy and any lender’s title policy or policies on all title endorsements obtained by Buyer (except Properties, including premiums for any endorsements needed to cure any Title/Survey Objection)extended coverage, endorsements, update charges and other title charges; (iii) Purchaser’s cost to obtain any Updated Surveys; (iv) all other fees, costs or expenses in connection with Purchaser’s due diligence reviews and analyses hereunder; (v) document recording fees for the parties shall split survey applicable Deeds and other recordable conveyance documents for the Sovereign Property; (vi) all costs associated with Purchaser’s acquisition financing, if any, including any state or local documentary stamps, intangibles tax or mortgage tax and the recording fees for any recordable loan documents; and costs (vii) one-half (1/2) of all escrow or closing charges of the Escrow Agent arising (not to exceed $750.00 per Property). Except as a result otherwise expressly provided in this Agreement, each party shall pay the fees of the Closing of the transactions contemplated herein. In addition to the foregoing and their respective apportionment obligations hereunderits own attorneys, (a) the Seller and the Buyer shall each be responsible for the payment of the costs of their respective legal counsel, advisors accountants and other professionals employed thereby in connection with professionals. (d) Each of Purchaser, on the sale of the Assetsone hand, and (b) Sellers, on the Buyer shall be responsible for all costs and expenses associated with the Buyer's due diligence. Each party to this Agreement other hand, 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’ fees 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 taxes, fees or other charges for which it has assumed responsibility under this Section 7.19.1. The Seller provisions of this Section 9.1 shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through survive the Closing Date and all other fees, expenses (inclusive or the termination of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionthis Agreement.

Transaction Costs. The Buyer and each Seller the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar 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. At Closing, (i) the Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay for (x) all owner’s title insurance premiums for a basic owner's the title policy policies for the Properties, and all title search fees, (iiy) 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 all title endorsements this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection), and (iii) 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 hereinBuyer. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Seller Sellers and the Buyer shall each be responsible for (i) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the AssetsAssets and (ii) one-half of the fees and expenses of the Escrow Agent, and (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer's ’s due diligencediligence and (c) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining 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. Each 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1. The Seller shall 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 account of the lender and any servicers in connection with such loan assumption9.1.

Transaction Costs. The Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the (a) Seller shall pay the following costs of the transaction: (1) the fees of any counsel representing it in connection with this transaction, (2) one-half (1/2) of any escrow fee which may be charged by Escrow Agent or Title Company, (3) all real property applicable transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, charges relating to the transfer of the Property, (i4) the Seller shall pay all title insurance premiums for a basic owner's title policy and all title search fees, (ii) Buyer shall pay for the cost of all title endorsements obtained the Survey provided by Buyer Seller (except for but not the cost of any endorsements needed to cure any Title/Survey Objection), and (iii) 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 update or revision to the foregoing and their respective apportionment obligations hereunder, Survey), (a5) the Seller and the Buyer shall each be responsible for the payment of the costs of their respective legal counselcuring all title objections, advisors and other professionals employed thereby in connection with the sale of the Assetsif any, and for which Seller is responsible under this Agreement, (b6) the Buyer shall be responsible for costs of recording all costs and expenses associated with the Buyer's due diligence. Each party to this Agreement shall indemnify the other parties and their respective successors and assigns from and against any and all lossmortgage cancellations, damage, cost, charge, liability or expense and (including court costs and reasonable attorneys' fees7) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1. The Seller shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through Mae's legal fees related to the Closing Date and all other fees, expenses (inclusive of lender and servicer legal fees) and charges payable to or for the account release of the lender and Property from Seller's master credit enhancement facility with ▇▇▇▇▇▇ ▇▇▇. (b) Purchaser shall pay the following costs of the transaction: (1) the fees of any servicers counsel representing Purchaser in connection with this transaction, (2) one-half (1/2) of any escrow fees 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, any title insurance endorsements, deletion of the "survey exception," title insurance coverage in excess of the Purchase Price, and any lender's title insurance policy, (5) the costs of any credit enhancement or other financing obtained by Purchaser, including all costs related to Purchaser's assumption of the Assumed Project Financing, (6) the cost of Purchaser's inspections of the Property, and (7) the cost of any updates or revisions to the Survey, including updates or revisions necessary to comply with the requirements of Purchaser or its lender. (c) All other costs and expenses incident to this transaction and the closing thereof shall be paid by the party incurring same. (d) The provisions of this Section 4.5 shall survive the Closing and, to the extent of any such loan assumptioncosts are incurred prior to or in the absence of a Closing, shall also survive the rescission, cancellation or termination of this Agreement.

Transaction Costs. The Buyer and each Seller the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, (i) the Seller shall pay all title insurance premiums for a 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 endorsements needed to cure any Title/Survey Objection), and (iii) the parties shall split survey costs and the fees and costs of the Escrow Agent arising charges payable as a result of the Closing conveyance of the transactions contemplated hereinAssets 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 Seller Sellers and the Buyer shall each be responsible for (i) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the AssetsAssets and (ii) one-half of the fees and expenses of the Escrow Agent, (b) 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 costs, fees, expenses and other amounts payable in connection with the repayment of the Sellers' Existing Financing, (iii) any PIP-related costs payable by the Sellers pursuant to Section 14.1(b) of this Agreement and (iv) any Deloitte Fees in excess of the Buyer Deloitte Fee Cap, and (bc) the Buyer shall be responsible for (i) all other costs and expenses associated with obtaining the Title Pro Formas and Title Policies, including the cost of obtaining ALTA or 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, (iii) all costs and expenses associated with the Buyer's due diligence, (iv) all costs and expenses 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 closing customs for similar properties located in the same metropolitan area as the applicable Property. Each 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1. The Seller shall 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 account of the lender and any servicers in connection with such loan assumption9.1.

Transaction Costs. (a) The Buyer and each 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, the Seller and the Buyer shall pay all real property documentary, transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp and recordation taxes and other similar taxes or charges. At Closing, (i) the Seller shall pay all title insurance premiums for a 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 endorsements needed to cure any Title/Survey Objection), and (iii) the parties shall split survey closing costs and the fees and costs of the Escrow Agent arising expenses payable as a result of the Closing conveyance of the transactions contemplated hereinAsset to 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, (ai) the 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 Assets, and Asset; (bii) 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's due diligence, (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 therewith); and (iii) the Seller and/or Buyer shall be responsible for the basic policy premium with respect to the Title Policy in accordance with Schedule 9.1 attached hereto. Buyer and Seller shall each pay fifty percent (50%) of any escrow fees of Escrow Agent. (b) Each 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’ fees but excluding consequential, punitive and/or special damages) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1Section. (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 loan assumption fee specified in “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 loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through 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 Date and all other fees, expenses (inclusive or the termination of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionthis Agreement.

Transaction Costs. The Buyer and each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, (ia) the Seller shall pay all title insurance premiums for a 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 endorsements needed to cure any Title/Survey Objection), and (iii) 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, , (ai) the 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 Assets; (ii) Buyer and Seller shall each be responsible for fifty percent (50%) of any 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 the transfer and any “Regional Transportation Improvement Fee”; and (biv) the Buyer shall be responsible for all costs and expenses associated with the (A) Buyer's ’s due diligence. , (B) the policy premiums for the Title Policy, including any extended coverage or endorsements to the Title Policy, the cost of removing any 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 insurance obtained by Buyer, (D) all search costs with respect to the Assets and updates related thereto not included in the basic policy premium, (E) payment, 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 charges payable in connection with the assignment, transfer or conveyance of the Assets and the Asset-Related Property, including, without limitation, any “Grantee Tax” and any fees payable to replace the goods or services provided under the Operating Agreements (which are not assigned or transferred to Buyer), (G) obtaining any financing Buyer may elect to obtain (including any fees, financing costs, mortgage and recordation taxes and documentary stamps in connection therewith), (H) the application for, the issuance of and/or the performance under the New Franchise Agreement (including, but not limited to, any fees, reimbursements or 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 in connection with the transfer of the portion of the Assets constituting personal property (including vehicles). (b) Each 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1section. The Seller provisions of this Article IX shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through survive the Closing Date and all other fees, expenses (inclusive or the termination of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionthis Agreement without limitation.

Transaction Costs. (a) The Buyer and each the Seller agree to comply with all real estate transfer tax laws applicable to the sale of the AssetsAsset. At Closing, documentary transfer taxes payable to the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, (i) the Seller shall pay all title insurance premiums for a basic owner's title policy and all title search fees, (ii) Buyer shall pay for the cost State of all title endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection), and (iii) the parties shall split survey costs California and the fees City and costs County of the Escrow Agent arising San Francisco as a result of the Closing conveyance of the transactions contemplated hereinAsset to Buyer pursuant to this Agreement shall be split equally between Buyer and Seller. In addition to the foregoing and their respective apportionment obligations hereunder, (ai) the 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 AssetsAsset, (ii) Seller shall be responsible for all costs and expenses associated with (A) payment when due, of any deferred Incentive Management Fees, to the extent required by the Management Agreement, and (bB) the payment of the premium of the Title Policy (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 to the Title Policy, (3) the policy premiums in respect of any mortgage title insurance obtained by the Buyer's , (4) all survey and search costs with respect to the Property and updates related thereto, (5) payment, at the Closing, of the recording charges and fees (other than deed recordation taxes) for the 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 therewith) and (7) all other costs which are the responsibility under applicable law for the Buyer to pay (including, without limitation, all sales and use taxes due diligence. as a result of the sale of the Asset). (b) Each 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1Section. The Seller provisions of this Article IX shall pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through survive the Closing Date and all other fees, expenses (inclusive or the termination of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionthis Agreement.

Transaction Costs. The Buyer and each Seller the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar 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. At Closing, (i) the Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay for (x) all owner’s title insurance premiums for a basic owner's the title policy policies for the Properties, and all title search fees, (iiy) 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 all title endorsements this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection), and (iii) 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 hereinBuyer. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Seller Sellers and the Buyer shall each be responsible for (i) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the AssetsAssets and (ii) one-half of the fees and expenses of the Escrow Agent, and (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer's ’s due diligencediligence and (c) the Sellers shall be responsible for any costs (including third-party lender costs) associated with obtaining 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. Each 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.1. The Seller shall 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 account of the lender and any servicers in connection with such loan assumption9.1.

Transaction Costs. The Buyer and each Seller the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Assets. At Closing, the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or charges. At Closing, charges (i) the Seller shall pay all title insurance premiums for a 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 endorsements needed to cure any Title/Survey Objection“Transfer Taxes”), and (iii) the parties shall split survey costs and the fees and costs of the Escrow Agent arising payable as a result of the Closing conveyance of the transactions contemplated hereinAssets to the Buyer pursuant to this Agreement shall 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 Seller Sellers and the Buyer shall each be responsible for (i) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Assets, (ii) one-half of the fees and expenses of the Escrow Agent, and (iii) one-half of all Loan Assumption Costs; and (b) the Buyer shall be responsible for all costs and expenses associated with (i) the Buyer's ’s due diligence, (ii) 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 the Buyer, (iii) the policy premiums in respect of any fee, leasehold or mortgage title insurance obtained by the Buyer, and (iv) any prepayment fees, 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 an EDT Scheduled Matter (and any penalties relating to any such unpaid Transfer Taxes) shall be 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 one-half of all 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. Each 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 party to timely pay any of the aforementioned taxes, fees or other charges for which it has assumed responsibility under this Section 7.19.1. Notwithstanding anything to the contrary contained herein, the Sellers shall be responsible for and shall pay all Excluded Seller Loan Expenses. The Seller shall obligations of Buyer and Sellers to pay the loan assumption fee specified costs set forth in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through this Section 9.1 shall survive the Closing Date and all other fees, expenses (inclusive of lender and servicer legal fees) and charges payable to or for the account of the lender and any servicers in connection with such loan assumptionSurvival Period.