SECURE A
RECEIPT FOR THE INVENTORIED BAGGAGE. THEREAFTER, PURCHASER SHALL BE RESPONSIBLE
FOR SUCH INVENTORIED BAGGAGE.
4.17
SAFE DEPOSITS.
ON OR BEFORE CLOSING, SELLER SHALL REMOVE, ALL
ITEMS STORED BY SELLER OR ANY OF ITS AFFILIATES IN SAFE DEPOSIT BOXES LOCATED AT
THE PROPERTY (OTHER THAN ACQUIRED ASSETS), AND ALL SUCH SAFE DEPOSIT BOXES SHALL
BE MADE AVAILABLE FOR PURCHASER'S USE THEREAFTER.
SAFE DEPOSIT BOXES IN USE BY
CUSTOMERS AT THE PROPERTY AT CLOSING WILL BE SEALED IN A REASONABLE MANNER
MUTUALLY AGREEABLE TO PURCHASER AND SELLER.
AT THE CLOSING, PURCHASER AND
SELLER SHALL DESIGNATE IN WRITING THEIR INITIAL SAFE DEPOSIT REPRESENTATIVES.
REPRESENTATIVES OF BOTH SELLER AND PURCHASER ARE TO BE PRESENT WHEN A SEAL IS
BROKEN.
SELLER WILL MAKE A REPRESENTATIVE AVAILABLE WITHIN ONE (1) HOUR AFTER
PURCHASER NOTIFIES SELLER THAT THE REPRESENTATIVE IS REQUIRED.
PURCHASER SHALL
HAVE NO RESPONSIBILITY FOR LOSS OR THEFT FROM A SAFE DEPOSIT BOX WHOSE SEAL WAS
BROKEN IN THE PRESENCE OF SELLER'S REPRESENTATIVE.
ALL SAFE DEPOSIT KEYS,
COMBINATIONS AND RECORDS SHALL BE DELIVERED AT CLOSING TO PURCHASER.
4.18
VALET PARKING.
AT CLOSING, SELLER SHALL PERFORM, THE FOLLOWING
FUNCTIONS FOR ALL MOTOR VEHICLES THAT WERE CHECKED AND PLACED IN THE CARE OF
SELLER AT THE PROPERTY:
(I) MARK ALL MOTOR VEHICLES WITH A STICKER OR TAPE;
(II) PREPARE AN INVENTORY OF SUCH VEHICLES ("INVENTORIED VEHICLES") INDICATING
THE CHECK NUMBER APPLICABLE THERETO; AND (III) TRANSFER CONTROL OF THE
INVENTORIED VEHICLES TO AN AUTHORIZED REPRESENTATIVE OF PURCHASER AND SECURE A
RECEIPT FOR THE INVENTORIED VEHICLES. THEREAFTER, PURCHASER SHALL BE RESPONSIBLE
FOR THE INVENTORIED VEHICLES.
4.19
ESTOPPEL CERTIFICATES.
SELLER SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO DELIVER TO PURCHASER CUSTOMARY TENANT ESTOPPEL CERTIFICATES SIGNED BY
ALL TENANTS UNDER REAL PROPERTY LEASES.
4.20
EMPLOYEES AND EMPLOYEE BENEFITS.
PURCHASER SHALL OFFER EMPLOYMENT
TO SUBSTANTIALLY ALL OF SELLER'S NON-EXECUTIVE EMPLOYEES, EFFECTIVE AS OF THE
CLOSING ON TERMS AND CONDITIONS THAT, TAKEN AS A WHOLE, OFFER SUBSTANTIALLY
EQUIVALENT COMPENSATION AND BENEFITS TO SUCH EMPLOYEES AS SUCH EMPLOYEES ENJOYED
IN CONNECTION WITH THEIR EMPLOYMENT BY SELLER AS OF THE DATE OF THIS AGREEMENT,
PROVIDED, HOWEVER, THAT PURCHASER MAY OFFER SUCH EMPLOYMENT ON A PROBATIONARY
BASIS FOR A PERIOD OF NOT LESS THAN 90 DAYS FROM THE DATE OF SUCH EMPLOYMENT.
4.21
RESTRUCTURING OF AGREEMENT.
WITHIN SEVEN DAYS OF THE DATE OF THIS
AGREEMENT, SELLER AND PURCHASER SHALL TOGETHER PREPARE AN AGREEMENT THAT SHALL
PROVIDE FOR THE SALE OF SELLER'S MEMBERSHIP INTEREST TO PURCHASER (THE
"MEMBERHIP INTEREST PURCHASE AGREEMENT"), WHICH AGREEMENT SHALL PROVIDE
ACCORDING TO ITS TERMS THAT ALTHOUGH EXECUTED BY THE PARTIES SHALL NOT BECOME
AFFECTIVE UNLESS AND UNTIL OCTOBER 31, 2007.
IF AS OF OCTOBER 31, 2007, (I)
THE CLOSING HAS NOT OCCURRED DUE TO THE FACT THAT CONSUMMATING THE CLOSING WOULD
CAUSE AN EVENT OF DEFAULT UNDER THE INDENTURE, AND (II) SUCH DEFAULT WOULD NOT
EXIST IF THIS AGREEMENT WERE RESTRUCTURED AS PROVIDED IN THE MEMBERHIP INTEREST
PURCHASE AGREEMENT, THIS AGREEMENT SHALL
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BECOME NULL AND VOID AND OF NO FURTHER FORCE OR EFFECT AND THE PARTIES SHALL
THEREAFTER ABIDE