Common use of Transaction Costs Clause in Contracts

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers shall pay or cause to be paid (i) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (ii) fifty percent (50%) of all escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result of the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each 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 Section 9.1(a). The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers shall pay or cause to be paid -may for the following costs associated with this transaction: (i) fifty percent (50%) of all statethe fees and expenses o-L 4-ts accountants and attorneys, local and city transfer taxes and sales taxes (if any), (ii) fifty percent 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. (50%b) CapSL--ar shall pay for the following costs associated with this transaction: (i) the fees and expenses of all escrow its investment bankers or advisers; (ii) the fees and expenses of its accountants and attorneys; (iii) appraisal @Lees and charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closingfees, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies charges and other title charges, other than the costs expenses incurred in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreementany third party repo@-ts obtained by CaDStar (including, (r) fifty percent (50%) of all escrow chargeswithout limitation, (s) Buyer’s cost to obtain new surveys or to update the Surveysenvironmental, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local structural engineering and city transfer taxes and sales taxes (if anymarketing reports), (v) all costsapplication and/or trans@Ler fees relating to any franchise affil@-ations CaDStar desires to obtain, and (vi) fees and expenses that have been approved by Buyer in advance relating to negotiating the transfer of all liquor licenses for the Properties, the Pi-nk Shell and obtaining Sa'Let7 Harbor. (c) Sellers and CapStar shall split equally the Required Consentsfollowing costs associated with this transaction: (i) recording fees and charges, (wii-) all feesthe fees and expenses of any escrow agent, (iii) the costs of updates to the Existing Surveys or expenses in connection with Buyer’s due diligence reviews obtaining new surveys, (iv) transfer taxes, (v) documentary stamp taxes, (vi) sales and analyses hereunder use taxes incurred by reason of the transfer of the Purchased Assets as con- LemiDlated by this Agreement, and (xvii) costs and charges relating to all Title Commitments and Title Policies (includ@-ng, without limitat4-on, any rollback costs and similar charges that may be triggered as a result of the change Guardian Title of ▇▇▇ County). All other costs and expenses not e@ressly addressed in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs this Section 12.3 shall be allocated in between the parties i-n accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionalscustom for similar transactions. (bd) Each party 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 Section 9.1(a)its nal--ional contracts. The provisions of this Section 9.1 Notwithstanding the foregoing sentence, CapStar shall survive the Closing or the termination of this Agreementhave no obligation to use and Day for reports that SSPC may be able to provide to CapStar.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers shall pay or cause to be paid (i) fifty percent the base Title Policy premium for each Asset, (50%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 stateescrow charges. At Closing, local Buyer shall pay (i) except for the base Title Policy premium for each Asset, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search and city transfer taxes exam costs, update charges and sales taxes other title charges (if anyother than the costs in connection with discharging, paying, removing or curing any encumbrances which are the obligation of Sellers hereunder), (ii) fifty percent one-half (50%1/2) of all escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, and (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (wiv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result of the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closinghereunder. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each party to this Agreement of Buyer, on the one hand, and Sellers, on the 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 Section 9.1(a)this Section. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased AssetsAsset. At Closing, Sellers Seller shall pay or cause to be paid (i) fifty percent the base Title Policy premium, (50%ii) the cost to record the Deed, (iii) any costs in connection with discharging any encumbrances that Seller specifically agrees to or is obligated to pay pursuant to the terms of this Agreement, (iv) one-half (1/2) of all stateescrow charges, local and city transfer taxes (iv) one-half (1/2) of the interest accruing under the Existing Financing Liens for the period starting on the Closing Date and sales taxes ending on December 31, 2014. At Closing, Buyer shall pay (if anyi) except for the base Title Policy premium, all costs for the Title Policy including premiums for any extended coverage or any lender title policy, endorsements, search costs, update charges and other title charges (other than the costs in connection with discharging any encumbrances which are the obligation of Seller hereunder), (ii) fifty percent one-half (50%1/2) of all escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain a new surveys survey or to update the SurveysSurvey, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (wiv) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder hereunder, and (xv) any rollback and similar charges that may be triggered as a result one-half (1/2) of the change in use or interest accruing under the Owned Properties by Buyer or its successors and/or assigns following Existing Financing Liens for the Closingperiod starting on the Closing Date and ending on December 31, 2014. Any other closing costs shall be allocated in accordance with local custom. Sellers Seller and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each 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 Section 9.1(a)this Section. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer and Purchaser shall pay, or reimburse Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closingfor, Sellers shall pay or cause to be paid as applicable, (i) fifty percent all of the premiums for the Owner’s Policies and any extended coverages thereunder or endorsements thereto and all title search, survey, and closing fees and costs with respect thereto (50%) of all stateincluding, local and city transfer taxes and sales taxes (if anywithout limitation any the Updated Surveys or Updated Title Commitments), in each case, obtained by Purchaser, (ii) fifty percent (50%) all recording charges for instruments of all escrow chargesconveyance, (iii) all costs for discharging encumbrances which are mortgage taxes, documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the express obligation of Sellers pursuant to this Agreement and transactions contemplated hereby, (iv) any outstanding fines or penalties relating to any Violations relating to any Property as all costs and expenses of the Closing. At ClosingDebt Assumption (including, Buyer shall pay without limitation, (a) any costs, fees or reimburse (q) one hundred percent (100%charges of the lender(s) of all costs 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 Title Policies rating agencies and other title chargesthe servicer), other than 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 discharging encumbrances which are the express obligation of Sellers pursuant to Debt Assumption, whether or not the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if anyDebt Assumption is consummated), (v) all costs, fees costs and expenses that have been approved by Buyer in advance relating to negotiating of obtaining new Franchise Agreements for each Hotel Asset, including any franchise application fees, attorneys’ fees of the applicable franchisors and obtaining any property improvement plan costs (the Required Consents“Replacement Franchise Agreements”), whether or not the same are actually obtained, (wvi) 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 in connection associated with Buyer’s due diligence reviews and analyses hereunder 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 (xf) any rollback and similar charges that may be triggered as a result all costs of the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local customSeller’s broker, if any. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this AgreementPurchaser shall, each party shall pay however, be responsible for the fees of its own attorneys, accountants and other professionals. (b) Each party to this Agreement shall indemnify the other parties and their respective successors attorneys and assigns from Purchaser shall be responsible for all costs related to its due diligence and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result inspection of the failure of either party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under Property. This Section 9.1(a). The provisions of this Section 9.1 4.5 shall survive the Closing or the and any termination of this Agreement.

Transaction Costs. (a) The Buyer and Sellers each Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers the Seller shall pay all real property transfer taxes, deed stamps, conveyance taxes, recordation, documentary stamp taxes and other similar taxes or cause to be paid charges. At Closing, (i) fifty percent (50%) of the Seller shall pay all state, local title insurance premiums for a basic owner's title policy and city transfer taxes and sales taxes (if any)all title search fees, (ii) fifty percent (50%) Buyer shall pay for the cost of all escrow chargestitle endorsements obtained by Buyer (except for any endorsements needed to cure any Title/Survey Objection), and (iii) all the parties shall split survey costs for discharging encumbrances which are and the express obligation of Sellers pursuant to this Agreement fees and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as costs of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered Escrow Agent arising as a result of the change in use or Closing of the Owned Properties by Buyer or its successors and/or assigns following transactions contemplated herein. In addition to the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers foregoing and their respective apportionment obligations hereunder, (a) the Seller and the Buyer shall pay each be responsible for the payment of the costs of their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreementlegal counsel, each party shall pay the fees of its own attorneys, accountants advisors and other professionals. 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 Taxestaxes, fees or other charges for which it has assumed responsibility under this Section 9.1(a)7.1. The provisions of this Section 9.1 Seller shall survive pay the loan assumption fee specified in the loan documents governing the ▇▇▇▇▇▇▇▇ Loan together with interest thereon accrued through the Closing Date and all other fees, expenses (inclusive of lender and servicer legal fees) and charges payable to or for the termination account of this Agreementthe lender and any servicers in connection with such loan assumption.

Transaction Costs. (a) Buyer Purchaser and Sellers Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. Property. (b) At Closing, Sellers Seller shall pay or cause to be paid the following: (i) fifty percent any title search and exam fees and the base Owner’s Policy premium (50%) of all state, local Purchaser specifically agreeing and city transfer taxes and sales taxes (if anyacknowledging that Seller shall also be entitled to any rebate or discount associated with such title premium), ; (ii) fifty percent (50%) of all escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging any encumbrances which are the express obligation of Sellers that Seller specifically agrees to or is obligated to pay, discharge, remove or cure pursuant to the provisions 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; (riv) fifty percent Broker’s commission; and (50%v) one-half (1/2) of all escrow or 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 under Section 9.1(b) hereof, all other costs for the Owner’s Policy and any lender’s title policy or policies on the Property, including premiums for any extended coverage, endorsements, update charges and other title charges, ; (sii) BuyerPurchaser’s cost to obtain new surveys or to update the Surveys, Updated Survey; (tiii) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all other fees, costs or expenses in connection with BuyerPurchaser’s due diligence reviews and analyses hereunder hereunder; (iv) document recording fees for the 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 recording fees for any recordable loan documents; and (xvi) any rollback and similar one-half (1/2) of all escrow or closing charges that may be triggered as a result of the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter providedEscrow Agent (not to exceed $750.00). Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (bd) Each party to this Agreement of Purchaser, on the one hand, and Seller, on the 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’ feesfees actually incurred) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1(a)9.1. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased AssetsAsset. At Closing, Sellers shall pay or cause to be paid (i) fifty percent (50%) of all state, local and city real property transfer taxes and sales taxes (if any), (ii) fifty percent (50%) of all escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant payable to the provisions State of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local Illinois and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered ▇▇▇▇ County as a result of the change in use or conveyance of the Owned Properties by Asset to Buyer or its successors and/or assigns following the Closing. Any other closing costs pursuant to this Agreement shall be allocated in accordance with local custompaid 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. Sellers In addition to the foregoing and their respective apportionment obligations hereunder, (i) Seller and Buyer shall pay each be responsible for the payment of the costs of their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreementlegal counsel, each party shall pay the fees of its own attorneys, accountants advisors and other professionalsprofessionals employed thereby in connection with the sale of the Asset, (ii) Seller shall be responsible for (1) the policy premiums in respect of the Title Policy (except as set forth in clause (iv) below), (2) the cost of the Existing Survey, (3) the cost to cause the transfer to Buyer of any transferable letters of credit if such costs are not the responsibility of the tenant under the associated Space Lease, and (4) 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 (1) Buyer’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 Taxestaxes, fees or other charges for which it has assumed responsibility under Section 9.1(a)this Section. The provisions of this Section 9.1 Article IX shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer Purchaser and Sellers Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. Property. (b) At Closing, Sellers Seller shall pay or cause to be paid the following: (i) fifty percent any title search and exam fees and the base Owner’s Policy premium (50%) of all state, local Purchaser specifically agreeing and city transfer taxes and sales taxes (if anyacknowledging that Seller shall also be entitled to any rebate or discount associated with such title premium), ; (ii) fifty percent 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; (50%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 escrow or 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 under Section 9.1(b) hereof, all other costs for the Owner’s Policy and any lender’s title policy or policies on the Property, including premiums for any extended coverage, endorsements, update charges and other title charges; (ii) Purchaser’s cost to obtain the Updated Survey, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with BuyerPurchaser’s due diligence reviews and analyses hereunder hereunder; (iv) document recording fees for the 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 recording fees for any recordable loan documents; and (xvi) any rollback and similar one-half (1/2) of all escrow or closing charges that may be triggered as a result of the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter providedEscrow Agent (not to exceed $750.00). Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (bd) Each party to this Agreement of Purchaser, on the one hand, and Seller, on the 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’ feesfees actually incurred) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1(a)9.1. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers shall pay or cause to be paid (i) fifty percent (50%) of all statethe real property transfer taxes, local and city transfer deed stamps, conveyance taxes, documentary stamp taxes and sales other taxes (if any), (ii) fifty percent (50%) of all escrow or charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered each case payable as a result of the change in use transactions contemplated herein or the Owned Properties by conveyance of a Property to the Buyer or its successors and/or assigns following the Closing. Any other closing costs pursuant to this Agreement shall be allocated paid in accordance with local customthe custom of the state, county and city in which such Property is located. Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay for (x) all owner’s title insurance premiums for the title policies for the Properties, and (y) the survey costs for the Properties. Buyer shall pay for the lender’s title insurance premiums and any endorsements, for Deed recordation fees (i.e., the cost to record the Deed, excluding transfer taxes and the other items listed in the second sentence of this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective shares apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be responsible for (i) the payment of prorations as hereinafter provided. Except as otherwise expressly provided the costs of their respective legal counsel, advisors and other professionals employed thereby in this Agreement, each party shall pay connection with the sale of the Assets and (ii) one-half of the fees and expenses of its own attorneysthe Escrow Agent, accountants and other professionals. (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence 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 Taxestaxes, fees or other charges for which it has assumed responsibility under Section 9.1(a). The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. The Sellers shall pay for (x) all standard owner’s title insurance premiums for the title policies for the Properties, (y) the lender’s title insurance premiums for the loan policies for the Seller Loan, and (z) the initial survey costs for the Properties. Buyer shall pay for (a) Buyer and Sellers agree to comply with all real estate property transfer tax laws applicable to the sale of the Purchased Assets. At Closingtaxes, Sellers shall pay or cause to be paid (i) fifty percent (50%) of all statedeed stamps, local and city transfer conveyance taxes, documentary stamp taxes and sales taxes (if any), (ii) fifty percent (50%) of all escrow other Taxes or charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered each case payable as a result of the change in use transactions contemplated herein or the Owned Properties by conveyance of a Property to the Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in pursuant to this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) the property inspection reports and environmental Phase I reports provided by the Sellers to the Buyer, (c) the lender’s title insurance premiums and any endorsements (except as otherwise set forth in (y) above), (d) Deed recordation fees, and (e) recording charges and mortgage taxes applicable to the Seller Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Sellers and the Buyer shall each be responsible for (A) the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Transferred Assets and (B) 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 due diligence 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 Taxes, fees or other charges for which it has assumed responsibility under Section 9.1(a). The provisions of this Section 9.1 9.1. This indemnity shall survive the Closing or the termination of this Agreementall Closings hereunder.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers shall pay or cause to be paid (i) fifty percent (50%) of all statethe real property transfer taxes, local and city transfer deed stamps, conveyance taxes, documentary stamp taxes and sales other taxes (if any), (ii) fifty percent (50%) of all escrow or charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered each case payable as a result of the change in use transactions contemplated herein or the Owned Properties by conveyance of a Property to the Buyer or its successors and/or assigns following the Closing. Any other closing costs pursuant to this Agreement shall be allocated paid in accordance with local customthe custom of the state, county and city in which such Property is located. Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay for (x) all owner’s title insurance premiums for the title policies for the Properties, (y) all lender’s title insurance premiums for the loan policies for the Seller Loan, and (z) the survey costs for the Properties. Buyer shall pay for the lender’s (other than for the Seller Loan) title insurance premiums and any endorsements, for Deed recordation fees (i.e., the cost to record the Deed, excluding transfer taxes and the other items listed in the second sentence of this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective shares apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be responsible for (i) the payment of prorations as hereinafter provided. Except as otherwise expressly provided the costs of their respective legal counsel, advisors and other professionals employed thereby in this Agreement, each party shall pay connection with the sale of the Assets and (ii) one-half of the fees and expenses of its own attorneysthe Escrow Agent, accountants and other professionals. (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence 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 Taxestaxes, fees or other charges for which it has assumed responsibility under Section 9.1(a). The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, the real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other taxes or charges payable as a result of the conveyance of the Assets to the Buyer pursuant to this Agreement shall be allocated between the Sellers and the Buyer in accordance with Schedule 9.1 hereto. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Sellers and the Buyer shall pay or cause to each be paid responsible for (i) fifty percent 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 (50%ii) one-half of all statethe fees and expenses of the Escrow Agent, local and city transfer taxes and sales taxes (if any)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) fifty percent (50%) all costs, fees, expenses and other amounts payable in connection with the repayment of all escrow chargesthe Sellers' Existing Financing, (iii) all any PIP-related costs for discharging encumbrances which are payable by the express obligation of Sellers pursuant to Section 14.1(b) of this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as Deloitte Fees in excess of the Closing. At ClosingBuyer Deloitte Fee Cap, and (c) the Buyer shall pay 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 reimburse (q) one hundred percent (100%) of all costs extended coverage, co-insurance, reinsurance or endorsements with respect to the Title Policy for the Title Policies and other title chargesWestin San Diego Property, other than the costs (ii) all recording fees required in connection with discharging encumbrances which are the express obligation transfer of Sellers pursuant the Properties to the provisions of this AgreementBuyer, (riii) fifty percent (50%) of all escrow chargescosts and expenses associated with the Buyer's due diligence, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (tiv) all feescosts and expenses incurred in connection with the preparation and/or obtaining of the Seller Financials, costs or expenses including any amounts payable to Deloitte & Touche LLP (the “Deloitte Fees”), except that the Buyer shall not be liable for the payment of any revisions requested by Deloitte Fees in excess of $500,000 (the “Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if anyDeloitte Fee Cap”), (v) all Survey costs, fees (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 that have been approved payable by the Buyer in advance relating pursuant to negotiating and obtaining Section 14.1(b). The Buyer shall reimburse the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result Seller for the aggregate cost of the change PZR reports obtained by the Seller with respect to the Properties in use or the Owned Properties by Buyer or its successors and/or assigns following the Closinga total amount equal to $2,816. Any other closing costs not specifically allocated by this Agreement shall be allocated in accordance with local customclosing customs for similar properties located in the same metropolitan area as the applicable Property. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (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 Taxestaxes, fees or other charges for which it has assumed responsibility under Section 9.1(a). The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers shall pay or cause to be paid (i) fifty percent (50%) of all statethe real property transfer taxes, local and city transfer deed stamps, conveyance taxes, documentary stamp taxes and sales other taxes (if any), (ii) fifty percent (50%) of all escrow or charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered each case payable as a result of the change in use transactions contemplated herein or the Owned Properties by conveyance of a Property to the Buyer or its successors and/or assigns following the Closing. Any other closing costs pursuant to this Agreement shall be allocated paid in accordance with local customthe custom of the state, county and city in which such Property is located. Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay for (x) all owner’s title insurance premiums for the title policies for the Properties, and (y) the survey costs for the Properties. Buyer shall pay for the lender’s title insurance premiums and any endorsements, for Deed recordation fees (i.e., the cost to record the Deed, excluding transfer taxes and the other items listed in the second sentence of this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective shares apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be responsible for (i) the payment of prorations as hereinafter provided. Except as otherwise expressly provided the costs of their respective legal counsel, advisors and other professionals employed thereby in this Agreement, each party shall pay connection with the sale of the Assets and (ii) one-half of the fees and expenses of its own attorneysthe Escrow Agent, accountants and other professionals. (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence 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 Taxestaxes, fees or other charges for which it has assumed responsibility under Section 9.1(a). The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. Except as otherwise specifically set forth in this Agreement (including, for the avoidance of doubt, Section 11.19) the closing costs and other costs incurred in connection with the transactions contemplated by this Agreement shall be paid as follows: (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable Seller shall pay for (1) the base premium payable to the sale Title Company in connection with the issuance of the Purchased Assets. At ClosingOwner’s Policy, Sellers (2) one-half (½) of all escrow fees payable to Escrow Agent, (3) one-half (½) of all transfer taxes, documentary stamps and intangible taxes and similar taxes or charges due as a result of the transfer of the Membership Interests from Seller to Purchaser (“Transfer Taxes”), and (4) the Brokerage Commission, and (b) Purchaser shall pay or cause to be paid for (i) fifty percent (50%) all title insurance costs and fees in excess of all statethe base premium of the Owner’s Policy, local including any for extended coverage, endorsements, coinsurance or reinsurance, and city transfer taxes and sales taxes (if any)any loan policy charges, (ii) fifty percent one-half (50%½) of all escrow chargesTransfer Taxes, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and recording charges, (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs incurred in connection with discharging encumbrances which are obtaining the express obligation of Sellers pursuant to Survey (but only if the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if anyClosing occurs), (v) one-half (½) of all costsescrow fees payable to Escrow Agent, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (wvi) all feessales and use taxes, if any. Indemnified Amounts (as defined in the Company Disclosure Letter) shall not include Transfer Taxes. Seller and Purchaser shall be responsible for the fees of their respective attorneys. All other customary closing costs or expenses incurred in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result of the change transactions contemplated by this Agreement for which express provision is not made in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs this Agreement shall be allocated borne in accordance with local custom (and, in the absence of local custom. Sellers and Buyer , shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each be borne by the party shall pay which incurred the fees of its own attorneys, accountants and other professionalssame). (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 Section 9.1(a). The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers Purchaser shall pay or cause to be paid (i) fifty percent all of the premiums for the Owner’s Policies and any extended coverages thereunder or endorsements thereto and all title search, survey, and closing fees and costs with respect thereto (50%) of all stateincluding, local and city transfer taxes and sales taxes (if anywithout limitation any Surveys, Updated Surveys, Title Commitments, Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in each case, obtained by Purchaser, (ii) fifty percent (50%) all recording charges for instruments of all escrow chargesconveyance, (iii) all costs for discharging encumbrances which are mortgage Taxes, documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the express obligation of Sellers pursuant to this Agreement and transactions contemplated hereby, (iv) except as otherwise required to be paid by Sellers as set forth in clause (c) below, all costs and expenses of obtaining new Franchise Agreements for each Hotel Asset, including any outstanding fines or penalties relating to any Violations relating to any Property as franchise application fees, property improvement plan application fees, attorneys’ fees of the Closing. At Closingapplicable franchisors and, Buyer shall pay subject to Section 4.7, any property improvement plan costs (the “Replacement Franchise Agreements”), whether or reimburse (q) one hundred percent (100%) of all costs for not the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which same are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any)actually obtained, (v) all costscosts of Purchaser’s broker, fees if any, and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents(vi) one-half of Escrowee’s escrow fees. Sellers shall pay (a) one-half of Escrowee’s escrow fees, (wb) any breakage or spread maintenance costs under any debt encumbering its Hotel Assets, (c) any liquidated damages, termination fees, liabilities or obligations under any of the Management Agreements or Franchise Agreements, including those arising from or related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all feescosts of Seller’s broker, costs if any. All transfer Tax, documentary stamps, bulk sales Tax or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result imposed upon the transfer of the change in use Real Properties or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs Personal Property (“Transfer Taxes”) shall be allocated paid by Sellers and/or Purchaser in accordance with local custom. Sellers custom as set forth on Exhibit H. ▇▇▇▇▇▇▇ and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this AgreementPurchaser shall, each party shall pay however, be responsible for the fees of its own attorneys, accountants and other professionals. (b) Each party to this Agreement shall indemnify the other parties and their respective successors attorneys and assigns from Purchaser shall be responsible for all costs related to its due diligence and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result inspection of the failure of either party Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under transactions contemplated by this Agreement. This Section 9.1(a). The provisions of this Section 9.1 4.5 shall survive the Closing or the and any termination of this Agreement.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers the real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other taxes or charges (“Transfer Taxes”), payable as a result of the conveyance of the Assets to the Buyer pursuant to this Agreement shall pay or cause to be paid by the Buyer or the Sellers in the manner as set forth on Schedule 9.1. In addition to the foregoing and their respective apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be responsible for (i) fifty percent (50%) the payment of all statethe costs of their respective legal counsel, local advisors and city transfer taxes and sales taxes (if any)other professionals employed thereby in connection with the sale of the Assets, (ii) fifty percent one-half of the fees and expenses of the Escrow Agent, and (50%iii) one-half of all escrow chargesLoan Assumption Costs; and (b) the Buyer shall be responsible for all costs and expenses associated with (i) the Buyer’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) all costs for discharging encumbrances which are the express obligation policy premiums in respect of Sellers pursuant to this Agreement any fee, leasehold or mortgage title insurance obtained by the Buyer, and (iv) any outstanding fines or 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 Violations relating such unpaid Transfer Taxes) shall be the sole responsibility of the Sellers and Sellers shall indemnify the Buyer with respect to any Property as of the Closingclaims related thereto. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result of the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. The Sellers and the Buyer shall pay their respective shares one-half of prorations as hereinafter providedall Loan Assumption Costs within ten (10) days after notice of any Loan Assumption Costs, along with reasonable supporting evidence thereof, is given by one party to the other. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (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 Taxestaxes, fees or other charges for which it has assumed responsibility under this Section 9.1(a)9.1. Notwithstanding anything to the contrary contained herein, the Sellers shall be responsible for and shall pay all Excluded Seller Loan Expenses. The provisions obligations of Buyer and Sellers to pay the costs set forth in this Section 9.1 shall survive the Closing or for the termination of this AgreementSurvival Period.

Transaction Costs. (a) The Buyer and Sellers the Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased AssetsAsset. At ClosingThe Seller agrees to pay for the “basic” title insurance premium for a standard form TLTA T-1 Owner’s Policy of Title Insurance issued by Title Company in the State of Texas with coverage in the amount of the Purchase Price. In addition to their respective apportionment obligations hereunder, Sellers shall pay or cause to be paid (i) fifty percent (50%) the Seller and the Buyer shall each be responsible for the payment of all statethe costs of their respective legal counsel, local advisors and city transfer taxes other professionals employed thereby in connection with the sale of the Asset, and sales taxes (if any), (ii) fifty percent the Buyer shall be responsible for all costs and expenses associated with (50%A) of all escrow chargesthe Buyer’s due diligence, (iiiB) 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 discharging encumbrances 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 express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs responsibility under applicable law for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policiespay (including, (u) fifty percent (50%) of without limitation, all state, local sales and city transfer use taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result of the change in use or sale of the Owned Properties by Buyer or its successors and/or assigns following Asset). The fees, if any, of the Closing. Any other closing costs Escrow Agent shall be allocated in accordance with local custom. Sellers equally divided between the Seller and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionalsBuyer. (b) Each 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 Section 9.1(a)this Section. The provisions of this Section 9.1 Article IX shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers Seller agree to comply with all real estate transfer and recordation tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers Seller shall pay or cause to be paid (i) fifty percent one-half (50%1/2) of all state, local transfer and city transfer recordation taxes and sales taxes (if any)payable, (ii) fifty percent one-half (50%1/2) of all escrow charges, (iii) all costs for in connection with discharging encumbrances which any Existing Mortgages, Post- Effective Date Voluntary Encumbrances and Monetary Encumbrances that are the express obligation of Sellers pursuant to this Agreement Seller hereunder and (iv) the costs of any outstanding fines endorsements issued to insure over any Non-Permitted Exceptions or penalties relating to any Violations relating to any Property as of the ClosingTitle Defects. At Closing, Buyer shall pay or reimburse cause to be paid (qi) one hundred percent one-half (100%1/2) of all transfer taxes payable, (ii) all costs for the Title Policies and other title chargesPolicy except the amount for which Seller is responsible, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreementas noted above, (riii) fifty percent any recording fees except the amount for which Seller is responsible, as noted above, (50%iv) one-half (1/2) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder hereunder, (vi) the cost of any update or recertification of the Survey, and (xvii) all costs associated with Buyer’s financing, including documentary stamp tax and intangible tax on any rollback and similar charges that may be triggered as a result mortgage of the change in use or the Owned Properties Property by Buyer or its successors and/or assigns following the ClosingBuyer. Any other closing transaction costs shall be allocated paid by Buyer and Seller, as applicable, in accordance with local customcustom for the Property. Sellers Seller and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each 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 Taxestaxes, fees or other charges for which it has assumed responsibility under this Section 9.1(a)9.1. The provisions of this Section 9.1 shall survive the Closing or the termination of this AgreementAgreement indefinitely.

Transaction Costs. (a) The Buyer and Sellers the Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased AssetsAsset. At ClosingClosing and subject to the provisions of Section 3.6 with respect to the Sheraton Buyer, Sellers the Seller and the Buyer shall pay or cause documentary, transfer and recordation taxes and other closing costs and expenses payable as a result of the conveyance of the Asset to be paid Buyer pursuant to this Agreement in accordance with the local custom for the payment of such documentary, transfer and recordation taxes and other closing costs and expenses as set forth on Schedule 9.1 attached hereto and made a part hereof. In addition to the foregoing and their respective apportionment obligations hereunder, (i) the Seller and the Buyer shall each be responsible for the payment of the costs of their respective legal counsel, advisors and other professionals employed thereby in connection with the sale of the Asset; (ii) the Buyer shall be responsible for all costs and expenses associated with (A) Buyer’s due diligence, (B) any extended coverage or endorsements to the Title Policy and the cost of updating the Existing Survey or obtaining any new surveys, (C) the policy premiums in respect of any mortgage title insurance obtained by the Buyer, (D) all search costs with respect to the Asset and updates related thereto not included in the basic policy premium, (E) except as otherwise provided in this subsection 9.1(a), payment, at the Closing, of the recording charges and fees for the documents necessary to transfer the Asset, and (F) obtaining any financing the Buyer may elect to obtain (including any fees, financing costs, mortgage and recordation taxes and intangible taxes in connection 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 all state, local and city transfer taxes and sales taxes (if any), (ii) fifty percent (50%) of all any escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result of the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionalsEscrow 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’ feesfees but excluding consequential, punitive and/or special damages) which such other party may sustain or incur as a result of the failure of either party to timely pay any of the aforementioned Taxestaxes, fees or other charges for which it has assumed responsibility under this Section. (c) All sales, use and occupancy taxes, if any, due or to become due in connection with revenues received from any Asset prior to the Closing Date shall remain the responsibility of Seller. The Seller shall be entitled to receive any rebates or refunds with respect to any such taxes paid by such Seller with respect to the Property. The Seller shall indemnify, defend and hold harmless Buyer and the Buyer-Related Entities from and against any and all Losses that Buyer or any Buyer-Related Entity shall incur as a result of Seller’s failure to pay any such sales, use or occupancy or similar taxes, or as a result of any failure of Seller to comply with the “bulk sales” provisions under Wis. Stat. Section 9.1(a)406.104. In addition, Seller acknowledges and agrees that at Closing, Manager shall retain such funds as are required for the payment of any and all such taxes and is hereby instructed by Buyer and Seller to pay such taxes when due on behalf of Seller. (d) The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers Purchaser shall pay or cause to be paid (i) fifty percent all of the premiums for the Owner’s Policies and any extended coverages thereunder or endorsements thereto and all title search, survey, and closing fees and costs with respect thereto (50%) of all stateincluding, local and city transfer taxes and sales taxes (if anywithout limitation any Surveys, Updated Surveys, Title Commitments, Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in each case, obtained by Purchaser, (ii) fifty percent (50%) all recording charges for instruments of all escrow chargesconveyance, (iii) all costs for discharging encumbrances which are mortgage Taxes, documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the express obligation of Sellers pursuant to this Agreement and transactions contemplated hereby, (iv) except as otherwise required to be paid by Sellers as set forth in clause (c) below, all costs and expenses of obtaining new Franchise Agreements for each Hotel Asset, including any outstanding fines or penalties relating to any Violations relating to any Property as franchise application fees, property improvement plan application fees, attorneys’ fees of the Closing. At Closingapplicable franchisors and, Buyer shall pay subject to Section 4.7, any property improvement plan costs (the “Replacement Franchise Agreements”), whether or reimburse (q) one hundred percent (100%) of all costs for not the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which same are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any)actually obtained, (v) all costscosts of Purchaser’s broker, fees if any, and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents(vi) one-half of Escrowee’s escrow fees. Sellers shall pay (a) one-half of Escrowee’s escrow fees, (wb) any breakage or spread maintenance costs under any debt encumbering its Hotel Assets, (c) any liquidated damages, termination fees, liabilities or obligations under any of the Management Agreements or Franchise Agreements, including those arising from or related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all feescosts of Seller’s broker, costs if any. All transfer Tax, documentary stamps, bulk sales Tax or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result imposed upon the transfer of the change in use Real Properties or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs Personal Property (“Transfer Taxes”) shall be allocated paid by Sellers and/or Purchaser in accordance with local customcustom as set forth on Exhibit ▇. Sellers ▇▇▇▇▇▇▇ and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this AgreementPurchaser shall, each party shall pay however, be responsible for the fees of its own attorneys, accountants and other professionals. (b) Each party to this Agreement shall indemnify the other parties and their respective successors attorneys and assigns from Purchaser shall be responsible for all costs related to its due diligence and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result inspection of the failure of either party Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under transactions contemplated by this Agreement. This Section 9.1(a). The provisions of this Section 9.1 4.5 shall survive the Closing or the and any termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers Purchaser shall pay or cause to be paid (i) fifty percent all of the premiums for the Owner’s Policies and any extended coverages thereunder or endorsements thereto and all title search, survey, and closing fees and costs with respect thereto (50%) of all stateincluding, local and city transfer taxes and sales taxes (if anywithout limitation any Surveys, Updated Surveys, Title Commitments, Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in each case, obtained by Purchaser, (ii) fifty percent (50%) all recording charges for instruments of all escrow chargesconveyance, (iii) all costs for discharging encumbrances which are mortgage Taxes, documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the express obligation of Sellers pursuant to this Agreement and transactions contemplated hereby, (iv) except as otherwise required to be paid by Sellers as set forth in clause (c) below, all costs and expenses of obtaining new Franchise Agreements for each Hotel Asset, including any outstanding fines or penalties relating to any Violations relating to any Property as franchise application fees, property improvement plan application fees, attorneys’ fees of the Closing. At Closingapplicable franchisors and, Buyer shall pay subject to Section 4.7, any property improvement plan costs (the “Replacement Franchise Agreements”), whether or reimburse (q) one hundred percent (100%) of all costs for not the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which same are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any)actually obtained, (v) all costscosts of Purchaser’s broker, fees if any, and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents(vi) one-half of Escrowee’s escrow fees. Sellers shall pay (a) one-half of Escrowee’s escrow fees, (wb) any breakage or spread maintenance costs under any debt encumbering its Hotel Assets, (c) any liquidated damages, termination fees, liabilities or obligations under any of the Management Agreements or Franchise Agreements, including those arising from or related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all feescosts of Seller’s broker, costs if any. All transfer Tax, documentary stamps, bulk sales Tax or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result imposed upon the transfer of the change in use Real Properties or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs Personal Property (“Transfer Taxes”) shall be allocated paid by Sellers and/or Purchaser in accordance with local custom. Sellers custom as set forth on Exhibit H. ▇▇▇▇▇▇▇ and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this AgreementPurchaser shall, each party shall pay however, be responsible for the fees of its own attorneys, accountants and other professionals. (b) Each party to this Agreement shall indemnify the other parties and their respective successors attorneys and assigns from Purchaser shall be responsible for all costs related to its due diligence and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result inspection of the failure of either party Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under transactions contemplated by this Agreement. This Section 9.1(a). The provisions of this Section 9.1 4.5 shall survive the each applicable Closing or the and any termination of this Agreement.

Transaction Costs. (a) In addition to their respective apportionment obligations hereunder, (i) Seller and Buyer shall each be responsible for the payment of the costs of their respective legal counsel, advisors and Sellers agree to comply other professionals employed thereby in connection with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers ; (ii) Buyer and Seller shall pay or cause to each be paid (i) responsible for fifty percent (50%) of all stateany escrow established under this Agreement (including, local but not limited to, any fees and city transfer taxes and sales taxes (if anyexpenses of Escrow Agent), (ii) fifty percent (50%) of all escrow charges, ; (iii) all costs Seller shall be responsible for discharging encumbrances which are any “Grantor Tax” levied in connection with the express obligation of Sellers pursuant to this Agreement transfer and any “Regional Transportation Improvement Fee”; and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of be responsible for all costs and expenses associated with (A) Buyer’s due diligence, (B) the policy premiums for the Title Policies 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 title charges, other than the costs charges payable in connection with discharging encumbrances 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 the express obligation of Sellers pursuant not assigned or transferred to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (vG) all obtaining any financing Buyer may elect to obtain (including any fees, financing costs, fees mortgage and expenses that have been approved by Buyer recordation taxes and documentary stamps in advance relating to negotiating and obtaining the Required Consentsconnection therewith), (wH) all the application for, the issuance of and/or the performance under the New Franchise Agreement (including, but not limited to, any fees, costs reimbursements or expenses other amounts charged by Franchisor in connection with its consent to Buyer’s due diligence reviews assumption of the Existing Franchise Agreement or the issuance of the New Franchise Agreement to Buyer), (I) any fees and analyses hereunder costs related to Buyer obtaining a transfer of or replacement Liquor Licenses and (xJ) any rollback and all sales, use or similar charges that may be triggered as a result taxes due in connection with the transfer of the change in use or portion of the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionalsAssets 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 Taxestaxes, fees or other charges for which it has assumed responsibility under Section 9.1(a)this section. The provisions of this Section 9.1 Article IX shall survive the Closing or the termination of this AgreementAgreement without limitation.

Transaction Costs. (a) The Buyer and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers shall pay or cause to be paid (i) fifty percent (50%) of all statethe real property transfer taxes, local and city transfer deed stamps, conveyance taxes, documentary stamp taxes and sales other taxes (if any), (ii) fifty percent (50%) of all escrow or charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered each case payable as a result of the change in use transactions contemplated herein or the Owned Properties by conveyance of a Property to the Buyer or its successors and/or assigns following the Closing. Any other closing costs pursuant to this Agreement shall be allocated paid in accordance with local customthe custom of the state, county and city in which such Property is located. Buyer and Seller shall agree on such customary allocation of costs prior to the Inspection Date. The Sellers shall pay for (x) all owner’s title insurance premiums for the title policies for the Properties, and (y) the survey costs for the Properties. Buyer shall pay for the lender’s title insurance premiums and any endorsements, for Deed recordation fees (i.e., the cost to record the Deed, excluding transfer taxes and the other items listed in the second sentence of this paragraph) and for recording charges and mortgage taxes applicable to the Seller’s Loan and any third-party financing obtained by Buyer. In addition to the foregoing and their respective shares apportionment obligations hereunder, (a) the Sellers and the Buyer shall each be responsible for (i) the payment of prorations as hereinafter provided. Except as otherwise expressly provided the costs of their respective legal counsel, advisors and other professionals employed thereby in this Agreement, each party shall pay connection with the sale of the Assets and (ii) one-half of the fees and expenses of its own attorneysthe Escrow Agent, accountants and other professionals. (b) the Buyer shall be responsible for all costs and expenses associated with the Buyer’s due diligence 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 Taxestaxes, fees or other charges for which it has assumed responsibility under Section 9.1(a). The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. (a) Buyer Seller shall be responsible for and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers shall pay or cause to be paid upon Closing (i) fifty percent (50%) one-half of all state, local and city transfer taxes and sales taxes (if any)the cost of the Updated Survey, (ii) fifty percent one-half of the transfer taxes or documentary stamps owed in connection with the Deed (50%) of all escrow chargesand Seller and Purchaser shall timely execute and deliver such forms and returns as are necessary in connection therewith), (iii) all costs 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 for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and any endorsements requested by Purchaser, (iv) any outstanding fines or penalties relating to any Violations relating to any Property as one-half of Title Insurer's standard escrow fees (the Closing. At Closing"Escrow Fees"), Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costsone-half of Title Insurer's fee (the "GAP Fee"), fees 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 expenses that have been approved by Buyer in advance relating the Closing Date and issues a marked-up title commitment at Closing, and (vi) charges to negotiating record releases of Seller's existing mortgage financing. Purchaser shall be responsible for and obtaining pay upon Closing (i) one-half of the Required Consentscost of the Updated Survey, (wii) all fees, costs one-half of the transfer taxes or expenses documentary stamps owed in connection with Buyer’s due diligence reviews and analyses hereunder the Deed, (iii) title insurance premiums for any endorsements requested by Purchaser, (iv) one-half of the cost of the Owner's Policy, (v) one-half of the Escrow Fees, (vi) one-half of the GAP Fee, and (xvii) any rollback remaining recording charges, together with all other charges customarily paid by a purchaser of improved real estate in the State of Georgia, whether or not the Closing occurs. Seller and similar charges that may Purchaser shall, however, be triggered as a result of the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay responsible for the fees of its own attorneys, accountants and other professionals. (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 Section 9.1(a). The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to Seller shall pay the sale following costs of the Purchased Assets. At Closing, Sellers shall pay or cause to be paid transaction: (i1) fifty percent (50%) the fees of all state, local and city transfer taxes and sales taxes (if any), (ii) fifty percent (50%) of all escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs counsel representing it in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, transaction, (r2) fifty percent one-half (50%1/2) of all any escrow charges, fee which may be charged by Escrow Agent or Title Company, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t3) all feesapplicable transfer taxes, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer documentary stamp taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result relating to the transfer of the change in use Property, (4) the cost of the Survey provided by Seller (but not the cost of any update or revision to the Owned Properties by Buyer or its successors and/or assigns following Survey), (5) the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in curing all title objections, if any, for which Seller is responsible under this Agreement, (6) the costs of recording all mortgage cancellations, each party shall pay and (7) ▇▇▇▇▇▇ Mae's legal fees related to the fees release of its own attorneys, accountants and other professionalsthe Property from Seller's master credit enhancement facility with ▇▇▇▇▇▇ ▇▇▇. (b) Each party Purchaser shall pay the following costs of the transaction: (1) the fees of any 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 Agreement transaction and the closing thereof shall indemnify be paid by the other parties and their respective successors and assigns from and against any and all loss, damage, cost, charge, liability or expense party incurring same. (including court costs and reasonable attorneys’ feesd) 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 Section 9.1(a). The provisions of this Section 9.1 4.5 shall survive the Closing and, to the extent of any such costs are incurred prior to or in the absence of a Closing, shall also survive the rescission, cancellation or termination of this Agreement.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers Seller shall pay or cause to be paid (i) fifty percent (50%) of all stateSeller’s Proportionate Share, local and city transfer taxes and sales taxes (if any), (ii) fifty percent (50%) of all escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse Buyer’s Proportionate Share, of (q1) one hundred percent (100%) of all costs for the Title Policies any real property transfer taxes, deed stamps, conveyance taxes, documentary stamp taxes and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city similar transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered payable as a result of the change transfer of the BREP JV Interest to Buyer (“Transfer Taxes”), and (2) all costs and expenses incurred under the Third Party Loans in use or connection with the Owned Properties by Buyer or its successors and/or assigns following transactions contemplated hereunder, including, without limitation, assumption fees, expenses and similar amounts, if any, payable to holders of the Closing. Any Third Party Loan in connection therewith and legal fees, title fees, mortgage assumption fees and taxes, other fees and closing costs required in connection with the TPL Assumption Consents (“Assumption Costs”); provided, however, that Buyer’s liability for Transfer Taxes shall not exceed $720,000 and Buyer’s liability for Assumption Costs shall not exceed $600,000 (it being acknowledged and agreed that Seller shall be allocated obligated to pay 100% of any amounts in accordance 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 Buyer shall each be responsible for the payment of its own due diligence costs and the costs of its respective legal counsel, advisors and other professionals employed thereby in connection with local custom. Sellers the sale of the BREP JV Interest. (c) Seller shall pay Seller’s Proportionate Share, and Buyer shall pay their respective shares Buyer’s Proportionate Share, of prorations the costs and expenses in connection with (i) all title reports or abstracts with respect to the Properties as hereinafter provided. Except well as otherwise expressly provided all survey and search costs and updates related thereto, in this Agreementeach case commissioned by Buyer, each party shall pay and (ii) the fees policy premiums in respect of its own attorneys, accountants and other professionalsany fee or mortgage title insurance (or endorsements to any such existing policies) obtained at Closing. (bd) 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 Taxestaxes, fees or other charges for which it has assumed responsibility under Section 9.1(a). The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement9.1.

Transaction Costs. (a) Buyer ‌ 6.1 The Key Sponsors shall be responsible for determining the working scope and Sellers agree to comply with all real estate transfer tax laws applicable to the sale engagement terms of the Purchased Assets. At Closing, Sellers shall pay or cause to be paid (i) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (ii) fifty percent (50%) of all escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs advisors in connection with discharging encumbrances which are the express obligation Transaction or the Acquisition Financing (the “Advisors”). Schedule 2 sets out an initial list of Sellers pursuant to Advisors engaged as at the provisions date of this Agreement, and the Key Sponsors shall have discretion to engage additional Advisors in connection with the Transaction as and when necessary. 6.2 Except as otherwise provided in Section 6.1, if a Party requires separate representation in connection with specific issues arising out of the Transaction, such Party may retain other advisor to advise it/him, provided, that such Party shall be solely responsible for the fees and expenses of such separate advisor. 6.3 In respect of any out-of-pocket costs, expenses, fees and disbursements in connection with the Transaction or the Acquisition Financing, including but not limited to those (ri) fifty percent incurred in connection with any due diligence investigation with respect to the Company; or (50%ii) payable to the Advisors, or any financing banks or its legal advisors under the Acquisition Financing (the “Transaction Expenses”), the Key Sponsors shall have absolute discretion to decide (a) which entity or the Company shall bear or pay for the relevant Transaction Expenses; (b) whether the relevant Transaction Expenses paid by a Key Sponsor shall be capitalised as additional equity ownership of such Key Sponsor in Topco under Section 4.1; or (c) whether the relevant Transaction Expenses shall be reimbursed by the Company (the “Reimbursement Amounts”), and in which case, the Parties shall procure Bidco to reimburse, subject to the Scheme becoming effective, the Key Sponsor which paid for such Transaction Expenses for all escrow chargesof such Reimbursement Amounts upon consummation of the Transaction. 6.4 If the Proposal is not recommended by the independent board committee of the Company or the Financial Advisor as fair and reasonable and the Transaction is not consummated, the Key Sponsors shall be responsible for and share: (si) Buyer’s cost to obtain new surveys or to update the Surveys, Transaction Expenses; and (tii) all feesexpenses incurred by the Company in connection with the Proposal under Rule 2.3 of the Code, costs or in each case, pro rata among the Key Sponsors in accordance with the intended ownership interests of each Key Sponsor relative to all Key Sponsors in Topco in accordance with the terms of this Agreement (other than the fees and expenses of any revisions requested by Buyer to any Title Policiesadvisor for work performed solely on behalf of a Key Sponsor and not approved, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consentsor subsequently, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result of the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each 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 Section 9.1(aKey Sponsors). The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) Buyer Purchaser and the Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. Properties. (b) At Closing, the Sellers shall pay or cause to be paid the following: (i) fifty percent any title search and exam fees and the base Owner’s Policy premium for the Sovereign Property (50%) of all state, local Purchaser specifically agreeing and city transfer taxes and sales taxes (if anyacknowledging that the applicable Sellers shall also be entitled to any rebate or discount associated with such title premiums), ; (ii) fifty percent (50%) of all escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging any encumbrances which that the Sellers specifically agree to or are the express obligation of Sellers obligated to pay, discharge, remove or cure pursuant to the provisions terms of this Agreement; (iii) any state or local transfer tax, excise tax or documentary stamps payable on the conveyance of the Properties to Purchaser; (riv) fifty percent solely with respect to the Leigh House Property and the Preston View Property, document recording fees for the applicable Deeds and other recordable conveyance documents for such Properties; (50%v) the Brokers’ commissions; and (vi) one-half (1/2) of all escrow or closing charges of the Escrow Agent. (c) At Closing, Purchaser shall pay or cause to be paid the following: (i) any title search and exam fees and the base Owner’s Policy premium for the Leigh House Property and the Preston View Property; (ii) except to the extent that any such costs are to be paid by the Sellers under Section 9.1(b) hereof, all other costs for the Owner’s Policy and any lender’s title policy or policies on all Properties, including premiums for any extended coverage, endorsements, update charges and other title charges, ; (siii) BuyerPurchaser’s cost to obtain new surveys or to update the any Updated Surveys, ; (tiv) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all other fees, costs or expenses in connection with BuyerPurchaser’s due diligence reviews and analyses hereunder hereunder; (v) document recording fees for the applicable Deeds and other recordable conveyance documents for the Sovereign Property; (vi) all costs associated with Purchaser’s acquisition financing, if any, including any state or local documentary stamps, intangibles tax or mortgage tax and recording fees for any recordable loan documents; and (xvii) any rollback and similar one-half (1/2) of all escrow or closing charges that may be triggered as a result of the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter providedEscrow Agent (not to exceed $750.00 per Property). Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (bd) Each party to this Agreement of Purchaser, on the one hand, and Sellers, on the 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’ feesfees actually incurred) which such other party may sustain or incur as a result of the failure of either such party to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under this Section 9.1(a)9.1. The provisions of this Section 9.1 shall survive the Closing or the termination of this Agreement.

Transaction Costs. (a) The Buyer and Sellers the Seller agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased AssetsAsset. At Closing, Sellers shall pay or cause to be paid (i) fifty percent (50%) of all state, local and city documentary transfer taxes and sales taxes (if any), (ii) fifty percent (50%) of all escrow charges, (iii) all costs for discharging encumbrances which are the express obligation of Sellers pursuant to this Agreement and (iv) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant payable to the provisions State of this Agreement, (r) fifty percent (50%) California and the City and County of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered San Francisco as a result of the change conveyance of the Asset 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, (i) 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 use connection with the sale of the Asset, (ii) Seller shall be responsible for all costs and expenses associated with (A) payment when due, of any deferred Incentive Management Fees, to the extent required by the Management Agreement, and (B) 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 Owned Properties Title Policy, (3) the policy premiums in respect of any mortgage title insurance obtained by Buyer or its successors and/or assigns following the Buyer, (4) all survey and search costs with respect to the Property and updates related thereto, (5) payment, at the Closing. Any , of the recording charges and fees (other closing 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 shall be allocated in accordance with local custom. Sellers which are the responsibility under applicable law for the Buyer to pay (including, without limitation, all sales and Buyer shall pay their respective shares use taxes due as a result of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees sale of its own attorneys, accountants and other professionalsthe 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 Taxestaxes, fees or other charges for which it has assumed responsibility under Section 9.1(a)this Section. The provisions of this Section 9.1 Article IX shall survive the Closing or the termination of this Agreement.

Transaction Costs. Seller and Purchaser shall be responsible for the payment of the Transaction Costs as follows: (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers Seller shall pay or cause to be paid for (if applicable) - - - (i) fifty percent The title costs of title searches, title commitments, and the base premium for the Owner’s Title Policy (50%) 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 all state, local and city transfer taxes and sales taxes (if anyPurchaser hereunder), ; (ii) fifty percent The Surveys; (50%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, accountants and other professional advisers; (vi) The costs and expenses related to Seller’s compliance with any local law requirements as discussed in Section 8.23 below; and (vii) one-half (1/2) of all escrow charges, . (b) Purchaser shall pay for (if applicable) - - - (i) Zoning Evidence; (ii) Valuations; (iii) all 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 discharging encumbrances 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 express obligation of Sellers pursuant to this Agreement and Seller hereunder); (ivvii) any outstanding fines or penalties relating to any Violations relating to any Property as of the Closing. At Closing, Buyer shall pay or reimburse one-half (q) one hundred percent (100%) of all costs for the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%1/2) of all escrow charges; and (viii) Provided that the Closing occurs on June 28, 2019, Purchaser agrees to pay $400,000.00 (sFOUR HUNDRED THOUSAND AND NO/100 DOLLARS) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any), (v) all costs, fees and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents, (w) all fees, costs or expenses in connection with Buyerany fees imposed by Seller’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result of lender associated with the change in use or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs shall be allocated in accordance with local custom. Sellers and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this Agreement, each party shall pay the fees of its own attorneys, accountants and other professionals. (b) Each 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 Section 9.1(a)transaction discussed herein. The provisions of this Section 9.1 2.06 shall survive the Closing or the earlier termination or expiration of this Agreement.

Transaction Costs. (a) Buyer and Sellers agree to comply with all real estate transfer tax laws applicable to the sale of the Purchased Assets. At Closing, Sellers Purchaser shall pay or cause to be paid (i) fifty percent all of the premiums for the Owner’s Policies and any extended coverages thereunder or endorsements thereto and all title search, survey, and closing fees and costs with respect thereto (50%) of all stateincluding, local and city transfer taxes and sales taxes (if anywithout limitation any Surveys, Updated Surveys, Title Commitments, Updated Title Commitments, Zoning Reports or Updated Zoning Reports), in each case, obtained by Purchaser, (ii) fifty percent (50%) all recording charges for instruments of all escrow chargesconveyance, (iii) all costs for discharging encumbrances which are mortgage Taxes, documentary stamps or similar charges imposed on any financing obtained by Purchaser in connection with the express obligation of Sellers pursuant to this Agreement and transactions contemplated hereby, (iv) except as otherwise required to be paid by Sellers as set forth in clause (c) below, all costs and expenses of obtaining new Franchise Agreements for each Hotel Asset, including any outstanding fines or penalties relating to any Violations relating to any Property as franchise application fees, property improvement plan application fees, attorneys’ fees of the Closing. At Closingapplicable franchisors and, Buyer shall pay subject to Section 4.7, any property improvement plan costs (the “Replacement Franchise Agreements”), whether or reimburse (q) one hundred percent (100%) of all costs for not the Title Policies and other title charges, other than the costs in connection with discharging encumbrances which same are the express obligation of Sellers pursuant to the provisions of this Agreement, (r) fifty percent (50%) of all escrow charges, (s) Buyer’s cost to obtain new surveys or to update the Surveys, (t) all fees, costs or expenses of any revisions requested by Buyer to any Title Policies, (u) fifty percent (50%) of all state, local and city transfer taxes and sales taxes (if any)actually obtained, (v) all costscosts of Purchaser’s broker, fees if any, and expenses that have been approved by Buyer in advance relating to negotiating and obtaining the Required Consents(vi) one-half of Escrowee’s escrow fees. Sellers shall pay (a) one-half of Escrowee’s escrow fees, (wb) any breakage or spread maintenance costs under any debt encumbering its Hotel Assets, (c) any liquidated damages, termination fees, liabilities or obligations under any of the Management Agreements or Franchise Agreements, including those arising from or related to the termination thereof, (d) property improvement plan costs which are the responsibility of Sellers pursuant to Section 4.7; and (e) all feescosts of Seller’s broker, costs if any. All transfer Tax, documentary stamps, bulk sales Tax or expenses in connection with Buyer’s due diligence reviews and analyses hereunder and (x) any rollback and similar charges that may be triggered as a result imposed upon the transfer of the change in use Real Properties or the Owned Properties by Buyer or its successors and/or assigns following the Closing. Any other closing costs Personal Property (“Transfer Taxes”) shall be allocated paid by Sellers and/or Purchaser in accordance with local customcustom as set forth on Exhibit ▇. Sellers ▇▇▇▇▇▇▇ and Buyer shall pay their respective shares of prorations as hereinafter provided. Except as otherwise expressly provided in this AgreementPurchaser shall, each party shall pay however, be responsible for the fees of its own attorneys, accountants and other professionals. (b) Each party to this Agreement shall indemnify the other parties and their respective successors attorneys and assigns from Purchaser shall be responsible for all costs related to its due diligence and against any and all loss, damage, cost, charge, liability or expense (including court costs and reasonable attorneys’ fees) which such other party may sustain or incur as a result inspection of the failure of either party Property. Sellers shall be responsible for their federal, state and local income, franchise and similar Taxes applicable to timely pay any of the aforementioned Taxes, fees or other charges for which it has assumed responsibility under transactions contemplated by this Agreement. This Section 9.1(a). The provisions of this Section 9.1 4.5 shall survive the each applicable Closing or the and any termination of this Agreement.