Common use of Safe Deposit Boxes Clause in Contracts

Safe Deposit Boxes. On the Closing Date, Seller shall cause the delivery to Purchaser of all of Tenant’s or Owner’s keys to the safe deposit boxes in the 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 sale of the Property to Purchaser and requesting the removal and verification of the contents of 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened and shall be listed at the end of such three (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes shall be the responsibility of the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for 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 Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or termination of this Agreement.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in management of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their 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 within three (3) days after not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the Closing Date depositor, with the name and advising that room number of such boxes may be opened if no response is made within 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 period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify and hold harmless the end of such three (3) day periodSeller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes 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 the responsibility of the Purchaser responsible for, and Purchaser hereby agrees to shall indemnify and hold harmless the Seller Purchaser Indemnitees harmless in accordance with ARTICLE XV from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited Indemnification Loss incurred by any Purchaser Indemnitees with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or termination of this Agreementtime such safe deposit box is deemed an Inventoried Safe Deposit Box.

Safe Deposit Boxes. On or before the Closing Date, each Seller shall cause the delivery Manager to Purchaser of notify all of Tenant’s or Owner’s keys to the guests who are then using a safe deposit boxes in the 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, box at each Hotel advising them of the sale pending change in the management of the Property to Purchaser such Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their such safe deposit box. All inventories by such guests shall be conducted by Manager under, to the extent practicable, the joint supervision of representatives of such Seller and Purchaser. At the Closing, all safe deposit boxes within three (3) days after which are then in use but not yet inventoried by the Closing Date and advising that such boxes may depositor shall be opened if no response is made within such period. in the presence of Manager and, to the extent practicable, representatives of each 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 Purchaser, and Seller. The boxes of guests who have not responded to such written notice by so removing and verifying the contents thereof shall remain unopened be inventoried. Following the inventory of each safe deposit box, each Seller shall cause Manager to deliver to Purchaser all keys, receipts and agreements for such box. Purchaser shall be responsible for, and shall be listed at indemnify the end of such three (3) day periodSeller Parties against, which list shall be signed any Damages incurred by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end any of the third (3rd) day after the Closing Date in the presence of a representative Seller Parties with respect to any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes safe deposit box from and after the time such safe deposit box is inventoried. Each Seller shall be the responsibility of responsible for, and shall indemnify the Purchaser and Parties against, any Damages incurred by the Purchaser hereby agrees Parties with respect to indemnify and hold any theft, loss or damage to the Seller Indemnitees harmless from and against contents of any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining to property allegedly deposited in safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising time such safe deposit box is inventoried. The indemnities set forth in connection therewith. This this Section 12.18 7.8 shall survive the Closing or termination of this Agreementuntil the Survival Date, and shall be subject to the limitations set forth in Sections 7.5 and 7.6.

Safe Deposit Boxes. On the Closing DatePrior to Closing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Property advising them of the sale pending change in management of the Property to Purchaser and requesting the removal them to conduct an inventory and verification of verify the contents of their 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. At Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes within three (3) days after not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the Closing Date depositor, with the name and advising that room number of such boxes may be opened if no response is made within such perioddepositor. Seller After Closing, the Parties shall have a representative make appropriate arrangements for guests and customers at the Property during to inventory and verify the contents of the non Inventoried Safe Deposit Boxes, and upon such periodinventory 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). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at the end of such three (3) day periodindemnify and hold harmless Seller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by Seller Indemnitees with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes 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 the responsibility of the Purchaser responsible for, and Purchaser hereby agrees to shall indemnify and hold the Seller harmless Purchaser Indemnitees harmless in accordance with ARTICLE XV from and against against, any and all losses, costs, liens, claims, liabilities or damages (including, but not limited Indemnification Loss incurred by Purchaser Indemnitees with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box at the Property prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or termination of this Agreementtime such safe deposit box is deemed an Inventoried Safe Deposit Box.

Safe Deposit Boxes. On the Closing Date, Seller shall cause the delivery to Purchaser of all of TenantSeller’s or Parent’s or Owner’s keys to the safe deposit boxes in the hotel operated from the Real Property, together with all receipts and agreements relating to such safe deposit boxes. Tenant 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 sale of the Property to Purchaser and requesting the removal and verification of the contents of 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened and shall be listed at the end of such three (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager Manager, Purchaser or Purchaser Owner and the contents of any unopened boxes shall be the responsibility of the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for 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 Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 15(e) shall survive the Closing or termination of this Agreement.

Safe Deposit Boxes. On the day prior to the Closing Date, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in ownership and operation of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of representatives of Seller 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 deemed an “Inventoried Safe Deposit Box”). If the 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. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes within three not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor (3) days after the Closing Date “Non-Inventoried Safe Deposit Boxes”), with the name and advising that room number of such boxes may be opened if no response is made within depositor. After the Closing, Seller and Purchaser shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contests of the Non-Inventoried Safe Deposit Boxes, and upon such period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify the end of such three (3) day periodSeller Indemnitees from and against any Losses incurred with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 11.2. Seller shall be the responsibility of responsible for, and shall indemnify the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all lossesLosses incurred, costs, liens, claims, liabilities or damages (including, but not limited with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewithtime such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 12.18 11.2 shall survive the Closing or termination of this AgreementClosing.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause notify all guests or customers who are then using a safe deposit box at the delivery 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 (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 of all of Tenantkeys, 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 or Owner’s keys to the 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 hotel operated from depositor, with the Real Propertyname and room number of such depositor. After the Closing, together with 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 receipts keys, receipt and agreements relating 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 Inventoried Items. 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 which were not Inventoried Items but which were allegedly deposited into such safe deposit box prior 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 sale of the Property to Purchaser and requesting the removal and verification of the contents of 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened and shall be listed at the end of such three (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes shall be the responsibility of the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for 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 Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or termination of this Agreementbox becoming an Inventoried Safe Deposit Box.

Safe Deposit Boxes. On or before the Closing Date, Seller the Company shall cause the delivery Fee Owners to Purchaser of cause the Manager to notify all of Tenant’s or Owner’s keys to the guests who are then using safe deposit boxes at the Hotels advising them of the pending change in the hotel operated from ownership of such Hotel and requesting them to conduct an inventory and verify the Real Property, together with all receipts and agreements relating to contents of such safe deposit boxes. Tenant and Owner All inventories by such guests shall be deemed to have delivered the same conducted by Manager under, to the extent such materials are in Manager’s possession on practicable, the Closing Date. Immediately after the Closing Date, Purchaser shall send written notices to those Persons who have safe deposit boxes, advising them joint supervision of representatives of the sale of the Property to Purchaser Company and requesting the removal and verification of the contents of their Pebblebrook. At Closing, all safe deposit boxes within three (3) days after which are then in use but not yet inventoried by the Closing Date and advising that such boxes may depositor shall be opened if no response is made within such period. Seller shall have a representative at in the Property during such period. All such removals presence of Manager and, to the extent practicable, representatives of the Company and verifications during said three (3) days shall be under the supervision of a representative or representatives to be agreed upon between Purchaser Pebblebrook, and Seller. The boxes of guests who have not responded to such written notice by so removing and verifying the contents thereof shall remain unopened be inventoried. Following the inventory of each safe deposit box, the Operating Tenants shall indemnify, defend and shall be listed at hold harmless the end of such three (3) day periodFee Owners against, which list shall be signed any liability, damage, loss, cost or expense incurred by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative Fee Owners with respect to any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes safe deposit box from and after the time such safe deposit box is inventoried. The Fee Owners shall be the responsibility of the Purchaser responsible for, and Purchaser hereby agrees to indemnify shall indemnify, defend and hold harmless the Seller Indemnitees harmless from and against Operating Tenants against, any and all lossesliability, costsdamage, liensloss, claimscost or expense incurred by Pebblebrook with respect to any theft, liabilities loss or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for damage to the contents of any claims pertaining to property allegedly deposited in safe deposit boxes box prior to the time such safe deposit box is inventoried. The indemnities set forth in this Section 9.6 shall survive Closing Date, opened during until the said three (3) day period but missing from said boxes when openedexpiration of the Survival Period, and Seller agrees shall be subject to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising limitations set forth in connection therewithSection 13.2. This Section 12.18 shall survive the Closing or termination For purposes of this AgreementSection 9.6, Fee Owners shall mean the beneficial owners of the Fee Owners on the Effective Date.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in ownership and operation of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of representatives of Seller 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 deemed an “Inventoried Safe Deposit Box”). If the 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. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes within three not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor (3) days after the Closing Date “Non-Inventoried Safe Deposit Boxes”), with the name and advising that room number of such boxes may be opened if no response is made within depositor. After the Closing, Seller and Purchaser shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contests of the Non-Inventoried Safe Deposit Boxes, and upon such period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify the end of such three (3) day periodSeller Indemnitees from and against any Losses incurred with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 11.2. Seller shall be the responsibility of responsible for, and shall indemnify the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all lossesLosses incurred, costs, liens, claims, liabilities or damages (including, but not limited with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during time such safe deposit box is deemed an Inventoried Safe Deposit Box and such indemnification shall not be subject to the said three (3limitation of Section 14.3(b) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewithof this Agreement. This Section 12.18 11.2 shall survive the Closing or termination of this AgreementClosing.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in management of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their 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 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 within three (3) days after not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the Closing Date depositor, with the name and advising that room number of such boxes may be opened if no response is made within 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 which are then in use, and upon such period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify and hold harmless the end of such three (3) day periodSeller Indemnitees in accordance with XV from and against any Indemnification Loss incurred by any the Seller Indemnitees with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section XII.A. Seller shall be the responsibility of the Purchaser responsible for, and Purchaser hereby agrees to shall indemnify and hold harmless the Seller Purchaser Indemnitees harmless in accordance with XV from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited Indemnification Loss incurred by any Purchaser Indemnitees with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or termination of this Agreementtime such safe deposit box is deemed an Inventoried Safe Deposit Box.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall notify, or cause the delivery Manager to Purchaser of notify, all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in ownership and operation of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of representatives of Seller 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 Documents. If the 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. Upon the Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes within three not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor (3) days after the Closing Date “Non-Inventoried Safe Deposit Boxes”), with the name and advising that room number of such boxes may be opened if no response is made within depositor. After the Closing, Seller and Purchaser 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 period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipts and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify the end of such three (3) day periodSeller Indemnitees from and against any Losses incurred with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 11.2. Seller shall be the responsibility of responsible for, and shall indemnify the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all lossesLosses incurred, costs, liens, claims, liabilities or damages (including, but not limited with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewithtime such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 12.18 11.2 shall survive the Closing or termination of this AgreementClosing.

Safe Deposit Boxes. On the Closing Date, Seller shall cause the delivery to Purchaser of all of Tenant’s or Owner’s keys Prior to the Closing, SDIC shall notify all guests or customers who are then using a safe deposit boxes in box at the 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, Business Premises advising them of the sale pending change in ownership and operation of the Property to Purchaser Business and requesting the removal them to conduct an inventory and verification of verify the contents of their such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of representatives of SDIC and Purchaser. Upon such inventory and verification, SDIC shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and thereafter such safe deposit box shall deemed an "Inventoried Safe Deposit Box"). If the Closing does not occur on the Closing Date for any reason whatsoever, Purchaser immediately shall return all keys, receipts and agreements to SDIC for such Inventoried Safe Deposit Boxes. Upon the Closing, SDIC shall deliver to Purchaser all keys in SDIC's possession for all safe deposit boxes within three not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor (3) days after the Closing Date "Non-Inventoried Safe Deposit Boxes"), with the name and advising that address or room number of such boxes may be opened if no response is made within such perioddepositor. Seller After the Closing, SDIC and Purchaser shall have a representative make appropriate arrangements for guests and customers at the Property during Business Premises to inventory and verify the contests of the Non-Inventoried Safe Deposit Boxes, and upon such periodinventory and verification, 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). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify the end of such three (3) day periodSeller Indemnified Parties from and against any Losses incurred with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 2.2(d)(iii) SDIC shall be the responsibility of responsible for, and shall indemnify the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless Indemnified Parties from and against any and all lossesLosses incurred, costs, liens, claims, liabilities or damages (including, but not limited with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewithtime such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 12.18 2.2(d)(iii) shall survive the Closing or termination of this AgreementClosing.

Safe Deposit Boxes. On the Closing Date, Seller shall cause the delivery to Purchaser of all of TenantSeller’s or Owner’s keys to the safe deposit boxes in the hotel operated from the Real Property, together with all receipts and agreements relating to such safe deposit boxes. Tenant 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 sale of the Property to Purchaser and requesting the removal and verification of the contents of 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened and shall be listed at the end of such three (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager Manager, Purchaser or Purchaser Owner and the contents of any unopened boxes shall be the responsibility of the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for 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 Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 15(e) shall survive the Closing or termination of this Agreement.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in management of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their 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 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 within three 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 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 (3and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Notwithstanding anything herein to the contrary, Seller shall have the right, but not the obligation, to remove the locks (by drilling or by any other means necessary) days after the Closing Date and advising of any or all non-Inventoried Safe Deposit Boxes that such boxes may be opened if no response is made within such periodare inoperable or otherwise inaccessible. Seller shall have a representative at the Property during no obligation to replace or repair any 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened and shall be listed at the end of such three (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes shall be the responsibility of the Purchaser non-Inventoried Safe Deposit Boxes and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all lossesaccept such non-Inventoried Safe Deposit Boxes in an “as-is” condition. PURCHASER SHALL BE RESPONSIBLE FOR, costsAND SHALL INDEMNIFY, liensDEFEND 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, claimsANY THEFT, liabilities or damages (includingLOSS 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, but not limited toAND SHALL INDEMNIFY, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining to property allegedly deposited in safe deposit boxes prior to the Closing DateDEFEND, opened during the said three (3) day period but missing from said boxes when openedAND HOLD HARMLESS THE PURCHASER INDEMNITEES IN ACCORDANCE WITH ARTICLE XV FROM AND AGAINST ANY INDEMNIFICATION LOSS INCURRED BY ANY PURCHASER INDEMNITEES WITH RESPECT TO, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all lossesANY THEFT, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or termination of this AgreementLOSS 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. On the Closing DatePrior to Closing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Property advising them of the sale pending change in management of the Property to Purchaser and requesting the removal them to conduct an inventory and verification of verify the contents of their 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 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, Buyer shall return all keys, receipts and agreements to Seller for such Inventoried Safe Deposit Boxes immediately upon such termination. At Closing, Seller shall deliver to Buyer all keys in Seller’s Possession for all safe deposit boxes within three (3) days after not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the Closing Date depositor, with the name and advising that room number of such boxes may be opened if no response is made within such perioddepositor. Seller After Closing, the Parties shall have a representative make appropriate arrangements for guests and customers at the Property during to inventory and verify the contents of the non-inventoried Safe Deposit Boxes, and upon such periodinventory and verification, Seller shall deliver to Buyer all keys, receipt and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Buyer 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at the end of such three (3) day periodindemnify and hold harmless Seller Indemnitees in accordance with Article X from and against any Indemnification Loss incurred by Seller Indemnitees respecting, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes shall be the responsibility of the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless safe deposit box from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining to property allegedly deposited in after the time such safe deposit boxes prior box is deemed an Inventoried Safe Deposit Box pursuant to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This this Section 12.18 shall survive the Closing or termination of this Agreement9.1.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall notify or cause the delivery Manager to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in ownership and operation of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of representatives of Seller 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 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 the 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. Upon the Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes within three not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor (3) days after the Closing Date “Non-Inventoried Safe Deposit Boxes”), with the name and advising that room number of such boxes may be opened if no response is made within depositor. After the Closing, Seller and Purchaser shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contests of the Non-Inventoried Safe Deposit Boxes, and upon such period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify the end of such three (3) day periodSeller Indemnitees from and against any Losses incurred with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 11.2. Seller shall be the responsibility of the responsible for, and shall indemnify Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all lossesLosses incurred, costs, liens, claims, liabilities or damages (including, but not limited with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewithtime such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 12.18 11.2 shall survive the Closing or termination of this AgreementClosing.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in management of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their 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 45 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 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 within three 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 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 (3and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Notwithstanding anything herein to the contrary, Seller shall have the right, but not the obligation, to remove the locks (by drilling or by any other means necessary) days after the Closing Date and advising of any or all non-Inventoried Safe Deposit Boxes that such boxes may be opened if no response is made within such periodare inoperable or otherwise inaccessible. Seller shall have a representative at the Property during no obligation to replace or repair any 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened and shall be listed at the end of such three (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes shall be the responsibility of the Purchaser non-Inventoried Safe Deposit Boxes and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all lossesaccept such non-Inventoried Safe Deposit Boxes in an “as-is” condition. PURCHASER SHALL BE RESPONSIBLE FOR, costsAND SHALL INDEMNIFY, liensDEFEND 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, claimsANY THEFT, liabilities or damages (includingLOSS 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, but not limited toAND SHALL INDEMNIFY, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining to property allegedly deposited in safe deposit boxes prior to the Closing DateDEFEND, opened during the said three (3) day period but missing from said boxes when openedAND HOLD HARMLESS THE PURCHASER INDEMNITEES IN ACCORDANCE WITH ARTICLE XV FROM AND AGAINST ANY INDEMNIFICATION LOSS INCURRED BY ANY PURCHASER INDEMNITEES WITH RESPECT TO, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all lossesANY THEFT, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or termination of this AgreementLOSS 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. On At the Closing Dateconclusion of the Closing, Seller Purchaser shall cause be entitled to receive all keys to each safe deposit box at the delivery to Purchaser Hotel not then in use and a list of all of Tenant’s or Owner’s keys to the safe deposit boxes in use (containing the hotel operated from the Real Property, together with name and room number of each depositor) and all receipts and agreements relating to such safe deposit boxesthereto. Tenant and Owner shall be deemed to have delivered the same Prior to the extent such materials are Closing, Seller shall cause written notice to be placed in Managereach depositor’s possession on message box at the Hotel, requesting verification immediately prior to 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 sale of the Property to Purchaser and requesting the removal and verification of the contents of their such depositor’s 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 periodbox. Seller shall have a representative at the Property during such period. All such removals and Such verifications during said three (3) days shall be made under the supervision of a Seller’s representative or representatives to be agreed upon between Purchaser and Sellerin the presence of Purchaser’s representative. The Safe deposit boxes of guests depositors who have do not responded respond to such written notice by so removing and verifying the contents thereof shall remain unopened and shall be listed at the end of such three (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded request shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to be agreed upon between of each of Seller and Purchaser and Seller and the contents recorded. Any From and after such contents so recorded verifications or opening and thereafter remaining recording of contents, and in any event from and after the hands Date of Manager or Purchaser and the contents Closing, Seller shall be relieved of any unopened responsibility in connection with items verified as being in such safe deposit boxes, and all contents verified as being in such boxes shall be the responsibility of the Purchaser and Purchaser hereby agrees shall indemnify, defend through counsel reasonably acceptable to indemnify Seller and hold the harmless Seller Indemnitees harmless from and against any and all lossesliability, costsclaim, lienscost, claims, liabilities damage or damages expense (including, but not limited towithout limitation, reasonable attorneys’ fees and disbursementsexpenses) arising out of or incurred by Seller with respect to any such contents verified as being in connection therewithsuch boxes. If the contents cannot be verified as being in such safety deposit boxes, Seller shall remain responsible for any claims pertaining indemnify, defend through counsel reasonably acceptable 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 Seller agrees to indemnify Purchaser and hold the Purchaser Indemnitees harmless from and against any and all lossesliability, costsclaim, lienscost, claims, liabilities damage or damages expense (including, but not limited towithout limitation, reasonable attorneys’ fees and disbursementsexpenses, arising out of or incurred by Purchaser with respect to any such contents not verified as being in such boxes. The provisions of the two (2) arising in connection therewith. This Section 12.18 immediately preceding sentences shall survive the Closing or termination of this AgreementClosing.

Safe Deposit Boxes. On or before the Closing Date, Seller shall cause the delivery to Purchaser of all of Tenant’s or Owner’s keys to the notify any guests who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in the management of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their such safe deposit box. All inventories by such guests shall be conducted by Seller under, to the extent practicable, the joint supervision of representatives of Seller and Buyer. At Closing, all safe deposit boxes within three (3) days after which are then in use but not yet inventoried by the Closing Date and advising that such boxes may depositor shall be opened if no response is made within such period. in the presence of Seller shall have a representative at and, to the Property during such period. All such removals extent practicable, representatives of Seller and verifications during said three (3) days shall be under the supervision of a representative or representatives to be agreed upon between Purchaser Buyer, and Seller. The boxes of guests who have not responded to such written notice by so removing and verifying the contents thereof shall remain unopened be inventoried. Following the inventory of each safe deposit box, Seller shall deliver to Buyer all keys, receipts and agreements for such box. Buyer shall be responsible for, and shall be listed at indemnify the end of such three (3) day periodSeller Indemnified Parties against, which list shall be signed any Damages incurred by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end any of the third (3rd) day after the Closing Date in the presence of a representative Seller Indemnified Parties with respect to any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes shall be the responsibility of the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless safe deposit box from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewithafter the time such safe deposit box is inventoried. Seller shall remain be responsible for for, and shall indemnify the Buyer Indemnified Parties against, any claims pertaining Damages incurred by the Buyer Indemnified Parties with respect to property allegedly deposited in any theft, loss or damage to the contents of any safe deposit boxes box prior to the time such safe deposit box is inventoried. The indemnities set forth in this Section 7.8 shall survive Closing until the Survival Date, opened during and shall be subject to the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising limitations set forth in connection therewith. This Section 12.18 shall survive the Closing or termination of this Agreement7.5.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in ownership of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their 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 within three (3) days after not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the Closing Date depositor, with the name and advising that room number of such boxes may be opened if no response is made within 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 period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify and hold harmless the end of such three (3) day periodSeller Indemnitees in accordance with Section 15 from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes 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 the responsibility of the Purchaser responsible for, and Purchaser hereby agrees to shall indemnify and hold harmless the Seller Purchaser Indemnitees harmless in accordance with Section 15 from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited Indemnification Loss incurred by any Purchaser Indemnitees with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or termination of this Agreementtime such safe deposit box is deemed an Inventoried Safe Deposit Box.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Property (which is located outside of a guest room) advising them of the sale pending change in ownership of the Property to Purchaser 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 Seller and Purchaser. Upon such inventory and verification (or in the event such guest or customer does not verify the contents of such safe deposit box, the removal and verification by such guest or customer of the contents of their 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 within three 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 (3) days after or remove the Closing Date contents thereof), and advising that upon such boxes may be opened if no response is made within such period. inventory and verification or removal, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at defend, indemnify and hold harmless the end of such three (3) day periodSeller Indemnitees in accordance with Article XV from and against any Indemnification Loss incurred 2230752.03F-NYCSR03A - MSW by any Seller Indemnitees with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes 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 the responsibility of the Purchaser responsible for, and Purchaser hereby agrees to shall defend, indemnify and hold harmless the Seller Purchaser Indemnitees harmless in accordance with Article XV from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited Indemnification Loss incurred by any Purchaser Indemnitees with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewithtime such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 12.18 12.1 shall survive the Closing or termination of this AgreementClosing.

Safe Deposit Boxes. On the Closing Date, Seller Owner shall cause the delivery Operating Lessee to cause Manager to make available to Purchaser of at each Hotel all of Tenantreceipts and agreements in Manager’s or Owner’s keys possession relating to the 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 hotel operated from Closing Date, each Transferor shall retain all keys to each safe deposit box at the Real Propertyapplicable Hotel, together with all receipts and receipts, agreements or other written documents relating to such safe deposit boxesboxes and a complete list of such safe deposit boxes identifying the name and room number of each depositor. 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 On the Closing Date, Purchaser each Transferor shall send written notices to those Persons all hotel guests who have reserved safe deposit boxes, boxes advising them of the sale of the Property Hotel to Purchaser Transferee and the procedure to be followed pursuant to this Agreement and requesting the removal and verification of the contents of their safe deposit boxes thereof within three five (35) calendar 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 periodDate. All such removals and verifications during said three the five (35) days day period shall be under the supervision and control of a representative or representatives to be agreed upon between Purchaser and Sellerby the parties hereto. The Safe deposit boxes of guests who have not responded to such written notice by so removing and verifying the contents thereof shall remain unopened be removed by the applicable Transferor and shall be listed at the end of such three (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened on a separate sheet at the end of the third five (3rd5) day period and 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 five (5) day period for any missing items that guests subsequently claim were in the safe deposit boxes prior to the Closing Date and 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 Closing Date in for the presence of a representative or representatives to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the verified contents of any unopened boxes shall be the responsibility of the Purchaser all such boxes, and Purchaser such Transferee hereby agrees to indemnify and hold the Seller Indemnitees applicable Transferor harmless from and against any and all losses, costs, liens, claims, liabilities demands, suits, liability or damages (includingjudgments, but not limited to, including costs and reasonable attorneys’ fees and disbursements) arising fees, in connection therewith. Seller shall remain responsible for 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 Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This The provisions of this Section 12.18 7.7 shall survive the Closing or termination of this AgreementClosing.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in ownership and operation of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of representatives of Seller 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 deemed an “Inventoried Safe Deposit Box”). If the 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. Upon Closing, Seller shall deliver to Purchaser all keys in Seller’s Possession for all safe deposit boxes within three not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor (3) days after the Closing Date “Non-Inventoried Safe Deposit Boxes”), with the name and advising that room number of such boxes may be opened if no response is made within depositor. After the Closing, Seller and Purchaser shall make appropriate arrangements for guests and customers at the Hotel to inventory and verify the contests of the Non-Inventoried Safe Deposit Boxes, and upon such period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify the end of such three (3) day periodSeller Indemnitees from and against any Losses incurred with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 11.2. Seller shall be the responsibility of responsible for, and shall indemnify the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all lossesLosses incurred, costs, liens, claims, liabilities or damages (including, but not limited with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewithtime such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 12.18 11.2 shall survive the Closing or termination of this AgreementClosing.

Safe Deposit Boxes. On Prior to the Closing DateClosing, the Seller shall cause notify all guests or customers who are then using a safe deposit box at the delivery Casino Business advising them of the pending change in ownership of the 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 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 Tenant’s or Owner’s keys such depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Casino Business to inventory and verify the contents of the safe deposit boxes in that are not Inventoried Safe Deposit Boxes, and upon such inventory and verification, the hotel operated from the Real PropertySeller shall deliver to Purchaser all keys, together with all receipts receipt and agreements relating to for such safe deposit boxesbox (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). Tenant and Owner Purchaser shall be deemed to have delivered responsible for, and shall indemnify and hold harmless the same to the extent such materials are in Manager’s possession on the Closing Date. Immediately after the Closing DateSeller and its directors, Purchaser shall send written notices to those Persons who have safe deposit boxesofficers, advising them employees, Affiliates, agents, successors and permitted assigns for any and all claims asserted or losses incurred by any of the sale of the Property to Purchaser and requesting the removal and verification of the contents of 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened and shall be listed at the end of such three (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded its directors, officers, employees, Affiliates, agents, successors and thereafter remaining in the hands of Manager permitted assigns with respect to any theft, loss or Purchaser and damage to the contents of any unopened boxes shall be the responsibility of the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless safe deposit box from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining to property allegedly deposited in after the time such safe deposit boxes prior box is deemed an Inventoried Safe Deposit Box pursuant to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This this Section 12.18 shall survive the Closing or termination of this Agreement9.2(d).

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in management of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their 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 within three (3) days after not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the Closing Date depositor, with the name and advising that room number of such boxes may be opened if no response is made within 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 period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify and hold harmless the end of such three (3) day periodSeller Indemnitees in accordance with Article XIV from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 11.1. Seller shall be the responsibility of the Purchaser responsible for, and Purchaser hereby agrees to shall indemnify and hold harmless the Seller Purchaser Indemnitees harmless in accordance with Article XIV from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited Indemnification Loss incurred by any Purchaser Indemnitees with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewithtime such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 12.18 11.1 shall survive the Closing or termination of this AgreementClosing.

Safe Deposit Boxes. On the Closing Date, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in management of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their 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 within three (3) days after not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the Closing Date depositor, with the name and advising that room number of such boxes may be opened if no response is made within 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 period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify and hold harmless the end of such three (3) day periodSeller Indemnitees in accordance with Article 15 from and against, which list shall be signed any Indemnification Loss incurred by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any Seller Indemnitees with respect to, any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes 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 the responsibility of the Purchaser responsible for, and Purchaser hereby agrees to shall indemnify and hold harmless the Seller Purchaser Indemnitees harmless in accordance with Article 15 from and against against, any and all losses, costs, liens, claims, liabilities or damages (including, but not limited Indemnification Loss incurred by any Purchaser Indemnitees with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during time such safe deposit box is deemed an Inventoried Safe Deposit Box and not listed on the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or termination of this Agreementinventory.

Safe Deposit Boxes. On the Closing DateSeller and Buyer shall, Seller shall cause the delivery to Purchaser of all of Tenant’s or Owner’s keys to the safe deposit boxes in the 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 before noon Eastern time on the Closing Date. Immediately after day prior to Closing, give a written notice to all Hotel guests at the Closing Date, Purchaser shall send written notices to those Persons Property who have safe deposited items in such vaults or safety deposit boxes, advising them of stating (i) that each such guest is requested to present himself or herself at the sale front Hotel desk of the Property at any time from noon Eastern time on the day preceding the Closing to Purchaser noon Eastern time on the day of the Closing, at which time a representative of Seller and requesting a representative of Buyer (collectively, the removal "Representatives") shall be present at the front desk; (ii) that the Representatives shall, in each such guest's presence, open and verification inventory all items belonging to each such guest in the vault or 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 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 contents of their safe such safety 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. box or vault, Buyer shall afford Seller shall a reasonable opportunity to have a representative available at such opening. Provided Seller and Buyer comply with the foregoing procedure, Seller or Seller's agent shall be responsible for all items placed in safety deposit boxes and vaults at the Property during such period. All such removals on or prior to Closing and verifications during said three (3) days Buyer shall be under responsible for all items placed in safety deposit boxes and vaults at the supervision of a representative or representatives to be agreed upon between Purchaser and SellerProperty after Closing. The boxes provisions of guests who have not responded to such written notice by so removing and verifying the contents thereof shall remain unopened and shall be listed at the end of such three (3) day period, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative or representatives to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes shall be the responsibility of the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for 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 Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This this Section 12.18 22 shall survive the Closing or termination of this Agreement.Closing. ----------

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in management of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their 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 within three (3) days after not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the Closing Date depositor, with the name and advising that room number of such boxes may be opened if no response is made within 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 which are then in use, and upon such period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify and hold harmless the end of such three (3) day periodSeller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes 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 the responsibility of the Purchaser responsible for, and Purchaser hereby agrees to shall indemnify and hold harmless the Seller Purchaser Indemnitees harmless in accordance with ARTICLE XV from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited Indemnification Loss incurred by any Purchaser Indemnitees with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or termination of this Agreementtime such safe deposit box is deemed an Inventoried Safe Deposit Box.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotel advising them of the sale pending change in ownership of the Property to Purchaser Hotel and requesting the removal them to conduct an inventory and verification of verify the contents of their 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 within three (3) days after not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the Closing Date depositor, with the name and advising that room number of such boxes may be opened if no response is made within 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 period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify and hold harmless the end of such three (3) day periodSeller Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes 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 the responsibility of the Purchaser responsible for, and Purchaser hereby agrees to shall indemnify and hold harmless the Seller Purchaser Indemnitees harmless in accordance with ARTICLE XV from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited Indemnification Loss incurred by any Purchaser Indemnitees with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewith. This Section 12.18 shall survive the Closing or termination of this Agreementtime such safe deposit box is deemed an Inventoried Safe Deposit Box.

Safe Deposit Boxes. On Prior to the Closing DateClosing, Seller shall cause the delivery to Purchaser of notify all of Tenant’s guests or Owner’s keys to the customers who are then using a safe deposit boxes in box at the 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, Hotels advising them of the sale pending change in ownership of the Property to Purchaser Hotels and requesting the removal them to conduct an inventory and verification of verify the contents of their 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 within three (3) days after not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the Closing Date depositor, with the name and advising that room number of such boxes may be opened if no response is made within depositor. After the Closing, the Parties shall make appropriate arrangements for guests and customers at the Hotels to inventory and verify the contents of the non-Inventoried Safe Deposit Boxes, and upon such period. inventory and verification, Seller shall have a representative at the Property during deliver to Purchaser all keys, receipt and agreements for such periodsafe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify and hold harmless the end of such three (3) day periodSeller Indemnitees in accordance with Article 15 from and against any Indemnification Loss incurred by any Seller Indemnitees with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes 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 the responsibility of the Purchaser responsible for, and Purchaser hereby agrees to shall indemnify and hold harmless the Seller Purchaser Indemnitees harmless in accordance with Article 15 from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited Indemnification Loss incurred by any Purchaser Indemnitees with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewithtime such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 12.18 12.1 shall survive the Closing or termination of this Agreement.

Safe Deposit Boxes. On the Closing Date, Seller shall cause the delivery to Purchaser of all of Tenant’s or Owner’s keys Prior to the Closing, Target Entities shall notify all guests or customers who are then using a safe deposit boxes in box at the 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, Hotels advising them of the sale pending change in ownership of the Property to Purchaser Hotels and requesting the removal them to conduct an inventory and verification of verify the contents of such safe deposit box. All inventories by such guests or customers shall be conducted under the joint supervision of representatives of Seller and Purchaser. Upon such inventory and verification, the Target Entities shall 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 Hyatt Manager pursuant to the HSA. If the Closing does not occur on the Closing Date for any reason whatsoever, Purchaser immediately shall return all keys, receipts and agreements to the respective Target Entities for such Inventoried Safe Deposit Boxes. Upon the Closing, the Target Entities shall deliver to Purchaser all keys in their Possession for all safe deposit boxes within three not then in use, and a list of all safe deposit boxes which are then in use, but not yet inventoried by the depositor (3) days after the Closing Date “Non-Inventoried Safe Deposit Boxes”), with the name and advising that room number of such boxes may be opened if no response is made within such perioddepositor. After the Closing, Seller and Purchaser shall have a representative make appropriate arrangements for guests and customers at the Property during Hotels to inventory and verify the contents of the Non-Inventoried Safe Deposit Boxes, and upon such periodinventory and verification, the Target Entities shall deliver to Purchaser all keys, receipts and agreements for such safe deposit box (and such safe deposit box thereafter shall constitute an Inventoried Safe Deposit Box). All such removals and verifications during said three (3) days Purchaser 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 responded to such written notice by so removing and verifying the contents thereof shall remain unopened responsible for, and shall be listed at indemnify the end of such three (3) day periodSeller Indemnitees from and against any Losses incurred with respect to, which list shall be signed by Seller’s and Purchaser’s respective representatives. The boxes of guests who have not responded shall be opened at the end of the third (3rd) day after the Closing Date in the presence of a representative any theft, loss or representatives damage to be agreed upon between Purchaser and Seller and the contents recorded. Any such contents so recorded and thereafter remaining in the hands of Manager or Purchaser and the contents of any unopened boxes safe deposit box from and after the time such safe deposit box is deemed an Inventoried Safe Deposit Box pursuant to this Section 11.2. Seller Parent shall be the responsibility of responsible for, and shall indemnify the Purchaser and Purchaser hereby agrees to indemnify and hold the Seller Indemnitees harmless from and against any and all lossesLosses incurred, costs, liens, claims, liabilities or damages (including, but not limited with respect to, reasonable attorneys’ fees and disbursements) arising in connection therewith. Seller shall remain responsible for any claims pertaining theft, loss or damage to property allegedly deposited in the contents of any safe deposit boxes box prior to the Closing Date, opened during the said three (3) day period but missing from said boxes when opened, and Seller agrees to indemnify and hold the Purchaser Indemnitees harmless from and against any and all losses, costs, liens, claims, liabilities or damages (including, but not limited to, reasonable attorneys’ fees and disbursements) arising in connection therewithtime such safe deposit box is deemed an Inventoried Safe Deposit Box. This Section 12.18 11.2 shall survive the Closing or termination of this AgreementClosing.