Common use of Safe Deposit Boxes Clause in Contracts

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box.

Safe Deposit Boxes. Prior to On the ClosingClosing Date, Seller shall notify cause the delivery to Purchaser of all guests of Tenant’s or customers who are then using a Owner’s keys to the safe deposit box at boxes in the Hotel hotel operated from the Real Property, together with all receipts and agreements relating to such safe deposit boxes. Tenant and Owner shall be deemed to have delivered the same to the extent such materials are in Manager’s possession on the Closing Date. Immediately after the Closing Date, Purchaser shall send written notices to those Persons who have safe deposit boxes, advising them of the pending change in management sale of the Hotel Property to Purchaser and requesting them to conduct an inventory the removal and verify verification of the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all their safe deposit boxes within three (3) days after the Closing Date and advising that such boxes may be opened if no response is made within such period. Seller shall have a representative at the Property during such period. All such removals and verifications during said three (3) days shall be under the supervision of a representative or representatives to be agreed upon between Purchaser and Seller. The boxes of guests who have not then in use, responded to such written notice by so removing and a list of all safe deposit boxes which are then in use, but not yet inventoried by verifying the depositor, with contents thereof shall remain unopened and shall be listed at the name and room number end of such depositorthree (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. After the Closing, the Parties The boxes of guests who have not responded shall make appropriate arrangements for guests and customers be opened at the Hotel end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to inventory be agreed upon between Purchaser and verify Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser any unopened boxes shall be responsible for, the responsibility of the Purchaser and shall Purchaser hereby agrees to indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV harmless from and against any Indemnification Loss incurred by any Seller Indemnitees with respect and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, any theft, loss or damage to the contents of any safe deposit box from reasonable attorneys’ fees and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1disbursements) arising in connection therewith. Seller shall be remain responsible forfor any claims pertaining to property allegedly deposited in safe deposit boxes prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and shall Seller agrees to indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV harmless from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, any theft, loss reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or damage to the contents termination of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Boxthis Agreement.

Safe Deposit Boxes. Prior to On or before the ClosingClosing Date, each Seller shall cause Manager to notify all guests or customers who are then using a safe deposit box at the each Hotel advising them of the pending change in the management of the such Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under by Manager under, to the extent practicable, the joint supervision of employees, agents or representatives of such Seller and Purchaser. At the PartiesClosing, all safe deposit boxes which are then in use but not yet inventoried by the depositor shall be opened in the presence of Manager and, to the extent practicable, representatives of each Seller and Purchaser, and the contents thereof shall be inventoried. Upon such Following the inventory and verificationof each safe deposit box, each Seller shall cause Manager to deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box)box. Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against Parties against, any Indemnification Loss Damages incurred by any of the Seller Indemnitees Parties with respect to, to any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1inventoried. Each Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against Parties against, any Indemnification Loss Damages incurred by any the Purchaser Indemnitees Parties with respect to, to any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Boxinventoried. The indemnities set forth in this Section 7.8 shall survive the Closing until the Survival Date, and shall be subject to the limitations set forth in Sections 7.5 and 7.6.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel Property advising them of the pending change in management of the Hotel Property and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Master Purchase and Sale Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon At Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel Property to inventory and verify the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against against, any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box at the Property prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management ownership of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession or Control for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify notify, or cause Manager to notify, all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management ownership and operation of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the PartiesSeller and Purchaser. Upon such inventory and verification, Seller shall deliver deliver, or cause Manager to deliver, to Purchaser all keys, receipts and agreements for each such safe deposit box (and thereafter each such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”), which, in the alternative and at the direction of Purchaser, may be retained by Manager pursuant to the New Management Agreement Documents. If this Agreement is terminated after such inventorythe Closing does not occur on the Closing Date for any reason whatsoever, Purchaser immediately shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such terminationBoxes. Upon the Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositordepositor (the “Non-Inventoried Safe Deposit Boxes”), with the name and room number of such depositor. After the Closing, the Parties Seller and Purchaser shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non Non-Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt receipts and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss Losses incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.111.2. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees Losses incurred, with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 11.2 shall survive the Closing.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management ownership and operation of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the PartiesSeller and Purchaser. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventorythe Closing does not occur on the Closing Date for any reason whatsoever, Purchaser immediately shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such terminationBoxes. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositordepositor (the “Non-Inventoried Safe Deposit Boxes”), with the name and room number of such depositor. After the Closing, the Parties Seller and Purchaser shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents contests of the non Non-Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss Losses incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.111.2. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees Losses incurred, with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 11.2 shall survive the Closing.

Safe Deposit Boxes. Prior to On the ClosingClosing Date, Seller shall notify cause the delivery to Purchaser of all guests of Seller’s or customers who are then using a Owner’s keys to the safe deposit box at boxes in the Hotel hotel operated from the Real Property, together with all receipts and agreements relating to such safe deposit boxes. Seller and Owner shall be deemed to have delivered the same to the extent such materials are in Manager’s possession on the Closing Date. Immediately after the Closing Date, Purchaser shall send written notices to those Persons who have safe deposit boxes, advising them of the pending change in management sale of the Hotel Property to Purchaser and requesting them to conduct an inventory the removal and verify verification of the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all their safe deposit boxes within three (3) days after the Closing Date and advising that such boxes may be opened if no response is made within such period. Seller shall have a representative at the Property during such period. All such removals and verifications during said three (3) days shall be under the supervision of a representative or representatives to be agreed upon between Purchaser and Seller. The boxes of guests who have not then in use, responded to such written notice by so removing and a list of all safe deposit boxes which are then in use, but not yet inventoried by verifying the depositor, with contents thereof shall remain unopened and shall be listed at the name and room number end of such depositorthree (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. After the Closing, the Parties The boxes of guests who have not responded shall make appropriate arrangements for guests and customers be opened at the Hotel end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to inventory be agreed upon between Purchaser and verify Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager, Purchaser or Owner and the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser any unopened boxes shall be responsible for, the responsibility of the Purchaser and shall Purchaser hereby agrees to indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV harmless from and against any Indemnification Loss incurred by any Seller Indemnitees with respect and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, any theft, loss or damage to the contents of any safe deposit box from reasonable attorneys’ fees and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1disbursements) arising in connection therewith. Seller shall be remain responsible forfor any claims pertaining to property allegedly deposited in safe deposit boxes prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and shall Seller agrees to indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV harmless from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, any theft, loss reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 15(e) shall survive the Closing or damage to the contents termination of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Boxthis Agreement.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller AUS-6206654-10 6055890/60 shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non Inventoried non‑Inventoried Safe Deposit BoxesBoxes which are then in use, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser Notwithstanding anything herein to the contrary, Seller shall be responsible forhave the right, and shall indemnify and hold harmless but not the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred obligation, to remove the locks (by drilling or by any Seller Indemnitees with respect to, any theft, loss or damage to the contents other means necessary) of any safe deposit box from and after the time such safe deposit box is deemed an or all non-Inventoried Safe Deposit Box pursuant to this Section 12.1Boxes that are inoperable or otherwise inaccessible. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against have no obligation to replace or repair any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an non-Inventoried Safe Deposit BoxBoxes and Purchaser hereby agrees to accept such non-Inventoried Safe Deposit Boxes in an “as-is” condition. PURCHASER SHALL BE RESPONSIBLE FOR, AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE SELLER INDEMNITEES IN ACCORDANCE WITH ARTICLE XV FROM AND AGAINST ANY INDEMNIFICATION LOSS INCURRED BY ANY OF THE SELLER INDEMNITEES WITH RESPECT TO, ANY THEFT, LOSS OR DAMAGE TO THE CONTENTS OF ANY SAFE DEPOSIT BOX FROM AND AFTER THE TIME SUCH SAFE DEPOSIT BOX IS DEEMED AN INVENTORIED SAFE DEPOSIT BOX PURSUANT TO THIS SECTION 12.1. SELLER SHALL BE RESPONSIBLE FOR, AND SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE PURCHASER INDEMNITEES IN ACCORDANCE WITH ARTICLE XV FROM AND AGAINST ANY INDEMNIFICATION LOSS INCURRED BY ANY PURCHASER INDEMNITEES WITH RESPECT TO, ANY THEFT, LOSS OR DAMAGE TO THE CONTENTS OF ANY SAFE DEPOSIT BOX PRIOR TO THE TIME SUCH SAFE DEPOSIT BOX IS DEEMED AN INVENTORIED SAFE DEPOSIT BOX.

Safe Deposit Boxes. Prior On the day prior to the ClosingClosing Date, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management ownership and operation of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the PartiesSeller and Purchaser. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventorythe Closing does not occur on the Closing Date for any reason whatsoever, Purchaser immediately shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such terminationBoxes. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositordepositor (the “Non-Inventoried Safe Deposit Boxes”), with the name and room number of such depositor. After the Closing, the Parties Seller and Purchaser shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents contests of the non Non-Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss Losses incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.111.2. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees Losses incurred, with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 11.2 shall survive the Closing.

Safe Deposit Boxes. Prior to At the conclusion of the Closing, Seller Purchaser shall notify be entitled to receive all guests or customers who are then using a keys to each safe deposit box at the Hotel advising them of the pending change in management of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, use and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with use (containing the name and room number of such each depositor) and all receipts and agreements relating thereto. After Prior to the Closing, the Parties Seller shall make appropriate arrangements for guests and customers cause written notice to be placed in each depositor’s message box at the Hotel Hotel, requesting verification immediately prior to inventory and verify the Closing of the contents of such depositor’s safe deposit box. Such verifications shall be made under the non Inventoried supervision of Seller’s representative and in the presence of Purchaser’s representative. Safe Deposit Boxesdeposit boxes of depositors who do not respond to the request shall be opened in the presence of a representative of each of Seller and Purchaser and the contents recorded. From and after such verifications or opening and recording of contents, and upon such inventory in any event from and verificationafter the Date of Closing, Seller shall deliver to Purchaser all keys, receipt and agreements for be relieved of any responsibility in connection with items verified as being in such safe deposit box (boxes, and all contents verified as being in such safe deposit box thereafter boxes shall constitute an Inventoried Safe Deposit Box). be the responsibility of Purchaser and Purchaser shall be responsible forindemnify, and shall indemnify defend through counsel reasonably acceptable to Seller and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss liability, claim, cost, damage or expense (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or incurred by any Seller Indemnitees with respect to, to any theft, loss or damage to such contents verified as being in such boxes. If the contents of any safe cannot be verified as being in such safety deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. boxes, Seller shall be responsible forindemnify, and shall indemnify defend through counsel reasonably acceptable to Purchaser and hold Purchaser harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss liability, claim, cost, damage or expense (including, without limitation, reasonable attorneys’ fees and expenses, arising out of or incurred by any Purchaser Indemnitees with respect to, to any theft, loss or damage to such contents not verified as being in such boxes. The provisions of the contents of any safe deposit box prior to two (2) immediately preceding sentences shall survive the time such safe deposit box is deemed an Inventoried Safe Deposit BoxClosing.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel Hotels advising them of the pending change in management ownership of the Hotel Hotels and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel Hotels to inventory and verify the contents of the non non-Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV Article 15 from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV Article 15 from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 12.1 shall survive the Closing or termination of this Agreement.

Safe Deposit Boxes. Prior Seller and Buyer shall, before noon Eastern time on the day prior to Closing, give a written notice to all Hotel guests at the Property who have deposited items in such vaults or safety deposit boxes, stating (i) that each such guest is requested to present himself or herself at the front Hotel desk of the Property at any time from noon Eastern time on the day preceding the Closing to noon Eastern time on the day of the Closing, at which time a representative of Seller and a representative of Buyer (collectively, the "Representatives") shall notify be present at the front desk; (ii) that the Representatives shall, in each such guest's presence, open and inventory all guests items belonging to each such guest in the vault or customers who are then using safety deposit box in question, and (iii) that upon the taking of the inventory described in clause (ii) above, each such guest shall be required to sign a new vault or safe deposit box agreement with Buyer, and (iv) that if any guest fails to present himself or herself at the Hotel advising them front desk as requested, then the Representatives shall, without opening the applicable safety deposit box or vault, cause the safety deposit box or vault in question to be sealed, in which case the Representatives shall sign a statement indicating that the safety deposit box or vault in question has been sealed without having been opened. If the applicable guest subsequently requests delivery of the pending change in management of the Hotel and requesting them to conduct an inventory and verify the contents of such safe safety deposit boxbox or vault, Buyer shall afford Seller a reasonable opportunity to have a representative available at such opening. All inventories by such guests or customers shall be conducted under Provided Seller and Buyer comply with the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verificationforegoing procedure, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in or Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser 's agent shall be responsible for, for all items placed in safety deposit boxes and shall indemnify vaults at the Property on or prior to Closing and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller Buyer shall be responsible for, for all items placed in safety deposit boxes and vaults at the Property after Closing. The provisions of this Section 22 shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box.survive Closing. ----------

Safe Deposit Boxes. Prior On or before the Closing Date, the Company shall cause the Fee Owners to cause the Closing, Seller shall Manager to notify all guests or customers who are then using a safe deposit box boxes at the Hotel Hotels advising them of the pending change in management the ownership of the such Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit boxboxes. All inventories by such guests or customers shall be conducted under by Manager under, to the extent practicable, the joint supervision of employees, agents or representatives of the PartiesCompany and Pebblebrook. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon At Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, use but not yet inventoried by the depositordepositor shall be opened in the presence of Manager and, with to the name extent practicable, representatives of the Company and room number Pebblebrook, and the contents thereof shall be inventoried. Following the inventory of such depositor. After the Closingeach safe deposit box, the Parties Operating Tenants shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non Inventoried Safe Deposit Boxesindemnify, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify defend and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against Fee Owners against, any Indemnification Loss liability, damage, loss, cost or expense incurred by any Seller Indemnitees the Fee Owners with respect to, to any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1inventoried. Seller The Fee Owners shall be responsible for, and shall indemnify indemnify, defend and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against Operating Tenants against, any Indemnification Loss liability, damage, loss, cost or expense incurred by any Purchaser Indemnitees Pebblebrook with respect to, to any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Boxinventoried. The indemnities set forth in this Section 9.6 shall survive Closing until the expiration of the Survival Period, and shall be subject to the limitations set forth in Section 13.2. For purposes of this Section 9.6, Fee Owners shall mean the beneficial owners of the Fee Owners on the Effective Date.

Safe Deposit Boxes. Prior to the Closing, Seller SDIC shall notify all guests or customers who are then using a safe deposit box at the Hotel Business Premises advising them of the pending change in management ownership and operation of the Hotel Business and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the PartiesSDIC and Purchaser. Upon such inventory and verification, Seller SDIC shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “"Inventoried Safe Deposit Box”"). If this Agreement is terminated after such inventorythe Closing does not occur on the Closing Date for any reason whatsoever, Purchaser immediately shall return all keys, receipts and agreements to Seller SDIC for such Inventoried Safe Deposit Boxes immediately upon such terminationBoxes. Upon the Closing, Seller SDIC shall deliver to Purchaser all keys in Seller’s Possession SDIC's possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositordepositor (the "Non-Inventoried Safe Deposit Boxes"), with the name and address or room number of such depositor. After the Closing, the Parties SDIC and Purchaser shall make appropriate arrangements for guests and customers at the Hotel Business Premises to inventory and verify the contents contests of the non Non-Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller SDIC shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV Indemnified Parties from and against any Indemnification Loss Losses incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller 2.2(d)(iii) SDIC shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV Indemnified Parties from and against any Indemnification Loss incurred by any Purchaser Indemnitees Losses incurred, with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 2.2(d)(iii) shall survive the Closing.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession or Control for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non non-Inventoried Safe Deposit BoxesBoxes which are then in use, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel Property (which is located outside of a guest room) advising them of the pending change in management ownership of the Hotel Property and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the PartiesSeller and Purchaser. Upon such inventory and verificationverification (or in the event such guest or customer does not verify the contents of such safe deposit box, the removal by such guest or customer of the contents thereof), Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non non-Inventoried Safe Deposit BoxesBoxes (or remove the contents thereof), and upon such inventory and verificationverification or removal, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall defend, indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE Article XV from and against any Indemnification Loss incurred 2230752.03F-NYCSR03A - MSW by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller shall be responsible for, and shall defend, indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE Article XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 12.1 shall survive the Closing.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel Property advising them of the pending change in management of the Hotel Property and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser Buyer all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser Buyer shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon At Closing, Seller shall deliver to Purchaser Buyer all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel Property to inventory and verify the contents of the non Inventoried non-inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser Buyer all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser Buyer shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV Article X from and against any Indemnification Loss incurred by any Seller Indemnitees with respect torespecting, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box9.1.

Safe Deposit Boxes. Prior to On or before the ClosingClosing Date, Seller shall notify all any guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in the management of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under by Seller under, to the extent practicable, the joint supervision of employees, agents or representatives of Seller and Buyer. At Closing, all safe deposit boxes which are then in use but not yet inventoried by the Partiesdepositor shall be opened in the presence of Seller and, to the extent practicable, representatives of Seller and Buyer, and the contents thereof shall be inventoried. Upon such Following the inventory and verificationof each safe deposit box, Seller shall deliver to Purchaser Buyer all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”)box. If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser Buyer shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against Indemnified Parties against, any Indemnification Loss Damages incurred by any of the Seller Indemnitees Indemnified Parties with respect to, to any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1inventoried. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against Buyer Indemnified Parties against, any Indemnification Loss Damages incurred by any Purchaser Indemnitees the Buyer Indemnified Parties with respect to, to any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Boxinventoried. The indemnities set forth in this Section 7.8 shall survive Closing until the Survival Date, and shall be subject to the limitations set forth in Section 7.5.

Safe Deposit Boxes. Prior to On the ClosingClosing Date, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV Article 15 from and against against, any Indemnification Loss incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box listed on the inventory from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV Article 15 from and against against, any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit BoxBox and not listed on the inventory.

Safe Deposit Boxes. Prior to the Closing, the Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel Casino Business advising them of the pending change in management ownership of the Hotel Casino Business and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, the Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to the Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, the Seller shall deliver to Purchaser all keys in the Seller’s Possession possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel Casino Business to inventory and verify the contents of the non safe deposit boxes that are not Inventoried Safe Deposit Boxes, and upon such inventory and verification, the Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against its directors, officers, employees, Affiliates, agents, successors and permitted assigns for any Indemnification Loss and all claims asserted or losses incurred by any of the Seller Indemnitees and its directors, officers, employees, Affiliates, agents, successors and permitted assigns with respect to, to any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box9.2(d).

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management ownership of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession or control for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV Section 15 from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV Section 15 from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box.

Safe Deposit Boxes. Prior to On the ClosingClosing Date, Seller shall notify cause the delivery to Purchaser of all guests of Seller’s or customers who are then using a Parent’s or Owner’s keys to the safe deposit box at boxes in the Hotel hotel operated from the Real Property, together with all receipts and agreements relating to such safe deposit boxes. Seller, Parent and Owner shall be deemed to have delivered the same to the extent such materials are in Manager’s possession on the Closing Date. Immediately after the Closing Date, Purchaser shall send written notices to those Persons who have safe deposit boxes, advising them of the pending change in management sale of the Hotel Property to Purchaser and requesting them to conduct an inventory the removal and verify verification of the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all their safe deposit boxes within three (3) days after the Closing Date and advising that such boxes may be opened if no response is made within such period. Seller shall have a representative at the Property during such period. All such removals and verifications during said three (3) days shall be under the supervision of a representative or representatives to be agreed upon between Purchaser and Seller. The boxes of guests who have not then in use, responded to such written notice by so removing and a list of all safe deposit boxes which are then in use, but not yet inventoried by verifying the depositor, with contents thereof shall remain unopened and shall be listed at the name and room number end of such depositorthree (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. After the Closing, the Parties The boxes of guests who have not responded shall make appropriate arrangements for guests and customers be opened at the Hotel end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to inventory be agreed upon between Purchaser and verify Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager, Purchaser or Owner and the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser any unopened boxes shall be responsible for, the responsibility of the Purchaser and shall Purchaser hereby agrees to indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV harmless from and against any Indemnification Loss incurred by any Seller Indemnitees with respect and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, any theft, loss or damage to the contents of any safe deposit box from reasonable attorneys’ fees and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1disbursements) arising in connection therewith. Seller shall be remain responsible forfor any claims pertaining to property allegedly deposited in safe deposit boxes prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and shall Seller agrees to indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV harmless from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, any theft, loss reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 15(e) shall survive the Closing or damage to the contents termination of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Boxthis Agreement.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management ownership and operation of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the PartiesSeller and Purchaser. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventorythe Closing does not occur on the Closing Date for any reason whatsoever, Purchaser immediately shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such terminationBoxes. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositordepositor (the “Non-Inventoried Safe Deposit Boxes”), with the name and room number of such depositor. After the Closing, the Parties Seller and Purchaser shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents contests of the non Non-Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss Losses incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.111.2. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees Losses incurred, with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit BoxBox and such indemnification shall not be subject to the limitation of Section 14.3(b) of this Agreement. This Section 11.2 shall survive the Closing.

Safe Deposit Boxes. Prior On the Closing Date, Owner shall cause Operating Lessee to cause Manager to make available to Purchaser at each Hotel all receipts and agreements in Manager’s possession relating to all safe deposit boxes in use at each Hotel, other than safes or lockboxes, if any, located inside individual guest rooms in each Hotel. Until five (5) calendar days after the ClosingClosing Date, Seller each Transferor shall notify retain all guests or customers who are then using a keys to each safe deposit box at the Hotel advising them of the pending change in management of the Hotel applicable Hotel, all receipts, agreements or other written documents relating to such safe deposit boxes and requesting them to conduct an inventory and verify the contents a complete list of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with identifying the name and room number of such each depositor. After On the ClosingClosing Date, each Transferor shall send written notices to all hotel guests who have reserved safe deposit boxes advising them of the Parties shall make appropriate arrangements for guests and customers at sale of the Hotel to inventory Transferee and verify the procedure to be followed pursuant to this Agreement and requesting removal and verification of the contents thereof within five (5) calendar days after the Closing Date. All such removals and verifications during the five (5) day period shall be under the supervision and control of a representative or representatives to be agreed upon by the parties hereto. Safe deposit boxes of guests who have not responded to such written notice by so removing and verifying the contents thereof shall be removed by the applicable Transferor and listed on a separate sheet at the end of the non Inventoried Safe Deposit Boxes, five (5) day period and upon signed jointly by the representatives of the applicable Transferor and Transferee effective as of the Closing Date. The applicable Transferor will remain solely responsible after the expiration of such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements five (5) day period for such any missing items that guests subsequently claim were in the safe deposit box (boxes prior to the Closing Date and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall the Wyndham Parties hereby agree to indemnify and hold the transferees harmless from and against all claims, demands, suits, liability or judgments, including costs and attorney fees, in connection therewith. Each Transferee shall be solely responsible from and after the Seller Indemnitees in accordance with ARTICLE XV Closing Date for the verified contents of all such boxes, and such Transferee hereby agrees to indemnify and hold the applicable Transferor harmless from and against any Indemnification Loss incurred by any Seller Indemnitees with respect toand all claims, any theftdemands, loss suits, liability or damage to the contents judgments, including costs and reasonable attorneys’ fees, in connection therewith. The provisions of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. Seller 7.7 shall be responsible for, and shall indemnify and hold harmless survive the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit BoxClosing.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non non-Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV Article XIV from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.111.1. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV Article XIV from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 11.1 shall survive the Closing.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify or cause Manager to notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management ownership and operation of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the PartiesSeller and Purchaser. Upon such inventory and verification, Seller shall deliver or cause Manager to deliver to Purchaser all keys, receipts and agreements for each such safe deposit box (and thereafter each such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”), which, in the alternative and at the direction of Purchaser, may be retained by Manager pursuant to the New Management Agreement. If this Agreement is terminated after such inventorythe Closing does not occur on the Closing Date for any reason whatsoever, Purchaser immediately shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such terminationBoxes. Upon the Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositordepositor (the “Non-Inventoried Safe Deposit Boxes”), with the name and room number of such depositor. After the Closing, the Parties Seller and Purchaser shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents contests of the non Non-Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss Losses incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.111.2. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees Losses incurred, with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 11.2 shall survive the Closing.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the PartiesParties (all items which are verified as part of such inventories being referred to herein as “Inventoried Items”). Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non Inventoried Safe Deposit Boxes, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE Article XV from and against against, any Indemnification Loss incurred by any Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1Items. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE Article XV from and against against, any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time which were not Inventoried Items but which were allegedly deposited into such safe deposit box is deemed prior to such safe deposit box becoming an Inventoried Safe Deposit Box.

Safe Deposit Boxes. Prior to the Closing, Seller shall notify all guests or customers who are then using a safe deposit box at the Hotel advising them of the pending change in management of the Hotel and requesting them to conduct an inventory and verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of employees, agents or representatives of the Parties. Upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall be deemed an “Inventoried Safe Deposit Box”). If this Agreement is terminated after such inventory, Purchaser shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor, with the name and room number of such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contents of the non non-Inventoried Safe Deposit BoxesBoxes which are then in use, and upon such inventory and verification, Seller shall deliver to Purchaser all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Purchaser shall be responsible for, and shall indemnify and hold harmless the Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any the Seller Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 12.1. XII.A. Seller shall be responsible for, and shall indemnify and hold harmless the Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Purchaser Indemnitees with respect to, any theft, loss or damage to the contents of any safe deposit box prior to the time such safe deposit box is deemed an Inventoried Safe Deposit Box.