Common use of Right of Inspection Clause in Contracts

Right of Inspection. Prior to execution of this Agreement by Seller and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator or elsewhere as the same may be located, any operating files maintained by Seller or Operator in connection with the ownership, operations, current maintenance and management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or management of the Property such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser.

Right of Inspection. Prior (a) Purchaser shall, subject to execution of this Agreement by Seller and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain the rights of inspection and investigation guests of the Property. During such pre-Agreement period Purchaser has had Hotel and following the execution of this Agreement Purchaser shall tenants under the Space Leases, have the continuing right to make a physical inspection inspections of the Real Property and to examine at such place or places at the Property, in the offices of the Operator Hotel or elsewhere as the same may be located, any operating files maintained by or for the benefit of Seller or Operator in connection with the ownershipleasing, operationsoperation, current maintenance and and/or management of the PropertyProperty (“Property Information”), including, without limitation, the Ground Lease, Space Leases, lease files, Operating Agreements, the LicensesService Contracts, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the PropertyHotel, correspondence, surveys, plans and specifications, warranties for services and materials provided to the PropertyHotel, environmental audits and similar materials, materials related to Hotel Employees (as defined below), to the extent Seller is not prohibited by applicable contracts or law from disclosing such materials, and any other documents relating to the Property in Seller’s or Manager’s possession or control, but excluding materials not directly related to the operations, current maintenance or and/or management of the Property such as, without limitation, Seller’s financial projections, forecasts, budgets, appraisals, company tax records, internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting correspondence and tax records reports and similar proprietary, elective proprietary or confidential information; provided, however that it is anticipated and Purchaser and Seller agree that Manager will provide Purchaser with Manager’s forecasts and budgets with respect to the future operation of the Property. (i) Subject to Section 11.2, Purchaser shall keep all Property Information strictly confidential, provided that Purchaser may deliver copies of Property Information to its attorneys, accountants and other advisors in connection with the acquisition of the Property and to current and prospective lenders and partners provided that such parties agree to maintain the confidentiality of such Property Information and that Purchaser is liable to Seller for any breach by any such party of the confidentiality of such Property Information. (b) Purchaser understands and agrees that any on-site inspections of the Property shall only be conducted upon at least twenty-four during business hours with not less than two (242) hours’ business days prior written notice to Seller. Seller and in the presence of Seller or may have its representativerespective representatives attend any such inspections. Such physical inspection shall not disturb Hotel guests or tenants under the Space Leases nor unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respectManager. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld)respect, and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Real Property, Purchaser shall repair any damage to the Property caused by Purchaser or any of its agents, consultants or representatives in connection with Purchaser’s diligence activities at the Property, and restore the Property to a condition which is as near to its the original condition as existed prior to any such inspections or and/or tests. , at Purchaser’s sole cost and expense. (c) Seller shall reasonably cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not disrupt Seller’s, Manager’s or any tenant’s or guest’s activities on the Real Property and shall not contact Manager’s on-site managers or on-site employees, or any tenants or other employees working at the Hotel, any guests of the Property, any party to a Service Contract, any tenants under the Space Leases, any lender providing financing secured by the Real Property or any parties to the Contract Estoppels governmental authority without in each instance obtaining Seller’s prior written consent, which consent shall not disrupt Seller’s be unreasonably withheld, conditioned or any tenant’s activities on the Property and delayed. (d) Purchaser shall not conduct any interviews with employees at the Hotelindemnify, without obtaining Seller’s prior written consentdefend, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against protect and hold Seller harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees actually incurred) ), damages or injuries arising out of or resulting from or in connection with the inspection of the Property by Purchaser or its agents, whether occurring prior to employees, representatives, consultants or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding contractors and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify indemnify, defend, protect and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections Purchaser agrees (i) that prior to entering the Property to conduct any inspection, Purchaser shall occur obtain and maintain, and shall cause each of its consultants, contractors and agents to maintain (and shall deliver evidence thereof in the form of a policy certificate satisfactory to Seller thereof), at reasonable times agreed upon by no cost or expense to Seller, commercial general liability insurance from an insurer reasonably acceptable to Seller in the amount of Two Million Dollars ($2,000,000) with combined single limit for personal injury or property damage per occurrence, such policies to name Seller and Manager as additional insured parties, which insurance shall provide coverage against any claim for personal injury or property damage caused by Purchaser or its agents, employees, representatives or consultants in connection with any such tests and investigations, and (ii) to keep the Property free from all liens and encumbrances on account of any inspections and/or tests made by or for the benefit of Purchaser. Purchaser’s insurance may not be canceled or amended prior to Closing except upon not less than thirty (30) days’ prior written notice to Seller. Purchaser’s obligations under this Section 3.1 shall survive a termination of this Agreement.

Right of Inspection. Prior to execution From and after the Effective Date and through the earlier of Closing or the earlier termination of this Agreement in accordance with the terms hereof, Seller hereby grants to Buyer and to Buyer’s directors, officers, employees, affiliates, partners, advisers, members, brokers, lenders, prospective and/or existing capital sources, underwriters, insurers (including brokers and re-insurers), analysts, agents and other representatives, including, without limitation, attorneys, accountants, contractors, title companies, consultants, engineers and financial advisors (hereinafter collectively referred to as “Buyer’s Agents”) a non-exclusive, revocable license to enter upon the Property (subject to the rights of tenants and their guests) at reasonable times during normal business hours to perform such non-invasive inspections at Buyer’s sole risk, cost and expense, as are described in this Agreement. Such access shall be for the sole purposes of (a) reviewing such materials in Seller’s possession regarding the Property as may be provided or made available to Buyer by Seller (or by the Property Manager); and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of (b) inspecting the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall have the continuing right to make a physical inspection condition of the Property and to examine at such place or places at the Property, in the offices of the Operator or elsewhere as the same may be located, any operating files maintained by Seller or Operator in connection with the ownership, operations, current maintenance conducting non-intrusive physical and management environmental inspections of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts Phase I environmental testing and other general records relating non-intrusive and non-destructive radon and asbestos testing. Notwithstanding anything contained in this Agreement to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or management of the Property such ascontrary, without limitation, first obtaining Seller’s internal memoranda, financial projections, budgets written consent thereto (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall may not be unreasonably withheld), and in neither Buyer nor any event Buyer’s Agents shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not (i) contact any tenants or guests tenant of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from the inspection employee of the Property Manager at the Property with respect to Buyer’s potential acquisition of the Property, except for any of the foregoing made available to Buyer by Purchaser Seller for the purpose of inspecting the Property (e.g., an employee of the Property that accompanies Buyer’s Agents in their inspection), or its agents(ii) conduct any sampling (except customary Phase I environmental testing which may include non-intrusive and non-destructive radon and asbestos testing as described above), whether occurring prior boring, drilling or other intrusive investigation regarding the Property. Buyer may, without Seller’s consent, contact governmental agencies having jurisdiction over the Property in order to or following obtain customary litigation, judgment and environmental searches, confirmation of entitlements, copies of all permits issued with respect to the Effective DateProperty, but which zoning and building code reports and municipal and title lien searches with respect to the Property. For the sake of clarity, Buyer shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding anything be required to the contrary in this Agreement, such obligation to indemnify and hold harmless contact Seller shall survive Closing before its research of public records or databases or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchasercommunications with respect to any PZR, zoning or similar report, or any communication with any governmental authority regarding compliance with Applicable Law.

Right of Inspection. Prior to execution of this Agreement by Seller The inspection period (“Inspection Period”) shall begin on the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of terminate sixty (60) days after the PropertyEffective Date. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser Buyer shall have the continuing right to extend the original Inspection Period for one additional thirty (30) day period, provided that (i) Buyer notifies Seller in writing of its intention to extend the Inspection Period prior to the end of the original sixty (60) day period and (ii) $100,000.00 of the Deposit becomes non-refundable to Buyer upon the extension of the Inspection Period, except in the event of Seller’s failure to perform its obligations under this Agreement, title objection, casualty, condemnation, failure to obtain the Estoppel Certificate or SNDA, failure of Buyer to obtain the franchise agreement or management agreement as set forth in Section 4.17, or change in Seller’s representations as set forth in Section 5.2, in which event the Deposit shall be distributed as set forth in this Agreement. The remaining amount of the Deposit shall remain refundable through the expiration of the Inspection Period as extended and as otherwise set forth in this Agreement. Except as otherwise expressly set forth herein, upon extension of the original Inspection Period by Buyer, any reference in this Agreement to the Inspection Period shall mean the period as extended. From and after the Effective Date, Buyer shall have the right to make a physical inspection of the Property and to examine at such place or places at the PropertyProperty designated by Seller, in the offices of the Operator or elsewhere as the same may be locatedlocated in the Minneapolis, MN metropolitan area, any operating files maintained by Seller or Operator Manager in connection with the ownership, operations, current maintenance and management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the LicensesService Contracts, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or management of the Property such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information. If such operating files are not located in the Minneapolis, Purchaser MN metropolitan area, then Seller shall provide copies of all such operating files to Buyer within five (5) days after request. Buyer understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and in the presence of Seller or its representative, unless a representative of Seller is not available after Buyer uses good faith efforts to include a representative of Seller, in which event Buyer may conduct the inspection without a representative of Seller. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants tenant or Hotel guests nor shall Purchaser’s Buyer's inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser Buyer obtains Seller’s 's prior written consent, which shall not to be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser Buyer with respect to inspections or tests on the Property, Purchaser Buyer shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser Buyer in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser Buyer shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s 's prior written consent, consent and shall not disrupt Seller’s 's or any tenant’s 's activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerProperty. Purchaser Buyer agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser Buyer or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. These obligations of Buyer shall not be construed to require Buyer to perform any removal or remediation of any hazardous substances revealed by Buyer’s actions, and Buyer shall not be liable for any damages to Seller resulting from Buyer’s reporting of any hazardous substances revealed by Buyer’s actions under this Section 3.1. All inspections shall occur at reasonable times agreed upon by Seller and PurchaserBuyer. Seller has delivered to Buyer or made the same available for reviewing, to the extent in Seller’s or Manager’s possession, custody or control, but excluding any and all confidential and proprietary information of Seller and Manager, the following documents (the “Due Diligence Documents”: 1. Copies of the Service Contracts, the Leases and agreements for any leased items of personal property. 2. To the extent in Seller's possession, copies of all Licenses, together with any known work orders, notices of violation or similar letters or requests from governmental authority related to the Licenses whether existing or pending.

Right of Inspection. Prior to execution of this Agreement by Seller (a) During the period beginning upon the Effective Date and Purchaserending at 5:00 p.m. Eastern time on June 30, Seller granted to Purchaser1999, and Purchaser exercised, certain rights of inspection and investigation with time being of the Property. During essence thereto (such pre-Agreement period Purchaser has had and following hereinafter referred to as the execution of this Agreement "Inspection Period"), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownershipleasing, operations, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, . Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s 's inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s 's prior written consent, which consent shall not be unreasonably withheldwithheld or delayed), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Seller acknowledges that Purchaser may request the right to conduct certain customary invasive tests with respect to testing the environmental condition of the Property. During the Inspection Period and at all times prior to Closing, Purchaser, its agents and contractors, shall have reasonable access to the Property and other information pertaining thereto in the possession or within the control of Seller or its property manager for the purpose of performing such studies, tests, borings, investigations and inspections as Purchaser shall deem necessary or desirable (it being understood that physical testing shall require Seller's prior written approval, which approval shall not be unreasonably withheld or delayed). Following each entry by Purchaser with respect to inspections or and/or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or and/or tests. Except as specifically set forth in Section 5.3, Purchaser's right of inspection and the exercise of such right shall not constitute a waiver by Purchaser of a breach of any representation, warranty, covenant or agreement of Seller which might, or should, have been disclosed by such inspection. (b) Seller shall cooperate with Purchaser in its Purchaser's due diligence but Seller shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels governmental or quasi-governmental authorities without obtaining Seller’s 's prior written consentconsent (which consent shall not be unreasonably withheld or delayed), and Purchaser and its agents shall not disrupt Seller’s 's or any tenant’s Seller's tenants' activities on the Property and Property. Seller acknowledges that Purchaser shall not conduct any interviews require contact with employees at such parties prior to the Hotel, without obtaining Seller’s prior written consent, other than the following members expiration of the Hotel’s executive staff: the General Manager and the ControllerInspection Period in order to complete its due diligence. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) incurred by Seller or Seller's agents or management company), damages or injuries to the extent arising out of of, or resulting from any acts or omissions of Purchaser or Purchaser's agents in connection with the inspection of the Property by Purchaser or its agents, whether occurring prior to or following agents (but the Effective Date, but which foregoing indemnity shall not include pre-existing conditions discovered apply to any claims arising out of, or resulting from, the discovery by Purchaser during such inspectionof any existing environmental conditions or matters). Notwithstanding anything to the contrary in this Agreement, such Purchaser's obligation to indemnify Seller and hold Seller harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser.

Right of Inspection. Prior 9.1 The Investor, from time to execution of this Agreement by Seller time prior to the Closing and Purchaserduring regular business hours, Seller granted upon at least one (1) Business Days prior written notice to PurchaserCompany, and Purchaser exercisedmay inspect the Property, certain rights of inspection and investigation provided that (i) Investor shall not communicate with any employees of the Property. During such pre-Agreement period Purchaser has had and following Leasehold Owner or Leasehold Owner’s managers or contractors without, in each instance, the execution prior written consent of this Agreement Purchaser the Company, which consent shall have the continuing right to make a physical inspection not be unreasonably delayed or withheld, (ii) The Investor shall not communicate with any occupants of the Property and to examine at such place or places at the Propertywithout, in each instance, the offices prior written consent of the Operator or elsewhere as Company, which consent shall not be unreasonably withheld, (iii) the same Investor shall not perform any tests with respect to the Property without the prior written consent of the Company in each instance, which consent may be locatedwithheld in the Company’s sole discretion, and (iv) the Investor shall have no additional rights or remedies under this Agreement as a result of such inspection(s) or any operating files maintained by Seller or Operator findings in connection with therewith. Without limiting the ownershipforegoing, operations, current maintenance the Investor agrees that its shall not have any so-called “due diligence period” and management that it shall have no right to terminate this Agreement or obtain a reduction of the Property, its Investor Capital Contribution obligation as a result of such inspection(s) or any findings in connection therewith (including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses physical condition of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided the operation of the Property or otherwise). Any entry upon the Property shall be performed in a manner that is not disruptive to occupants of the Property, environmental audits and similar materials, but excluding materials not directly related to or the operations, current maintenance or management normal operation of the Property and shall be subject to the rights of the occupants of the Property. The Investor shall (i) exercise reasonable care at all times that the Investor shall be present upon the Property, (ii) at the Investor’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property to the extent the Investor has previously been informed in writing of such asconditions, and (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property to the extent a copy of such permit or license has previously been provided to, or made available to, the Investor. The Company shall have the right to have a representative accompany the Investor during any such communication or entry upon the Property. 9.2 Investor hereby agrees to indemnify, defend and hold the Company and its officers, shareholders, partners, members, directors, employees, attorneys and agents harmless from and against any and all liability, loss, cost, judgment, claim, damage or expense (including, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages and expenses), resulting from or injuries arising out of or resulting from the inspection of entry upon the Property prior to the Closing by Purchaser or the Investor and its employees, agents, whether occurring prior to or following the Effective Dateconsultants, but which shall not include pre-existing conditions discovered by Purchaser during such inspectioncontractors and advisors. Notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller The foregoing indemnification shall survive the Closing or any the termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser.

Right of Inspection. Prior to execution of this Agreement by Seller During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During such pre-Agreement period Purchaser has had and following ) on December 20, 1998 (hereinafter referred to as the execution of this Agreement "Inspection Period"), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operationsleasing, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, . Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s 's inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s 's prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Property, . Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or and/or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s 's prior written consentconsent which will not be unreasonably withheld, conditioned or delayed, and shall be conditioned on Seller or its agent accompanying Purchaser at such meeting with any tenant. and shall not disrupt Seller’s 's or any tenant’s Seller's tenants' activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerProperty. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser. In order to aid Purchaser in the investigation, Seller shall promptly deliver or make available such reasonable information included in the scope of this Section 3.1 which is requested by the Purchaser, including, but not limited to, copies of leases and copies of income and expenses statements for 1996 through 1998.

Right of Inspection. Prior to execution of this Agreement by Seller and Purchaser(a) Within five (5) business days after the Effective Date, Seller granted shall deliver to Purchaser, and Purchaser exercisedto the extent within the possession of Seller, certain rights of inspection and investigation all of the information with respect to the Property listed in Exhibit E attached hereto and made a part hereof and such materials shall be deemed the “Deliveries” for all purposes hereunder. (b) During the period beginning upon the Effective Date and ending at 5:00 p.m. (local time at the Property. During such pre) on the date which is forty-Agreement period Purchaser has had and following five (45) days after the execution of this Agreement Effective Date (hereinafter referred to as the “Inspection Period”), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator or elsewhere as the same may be locatedproperty manager, any operating files maintained by Seller or Operator their property manager in connection with the ownershipleasing, operations, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondencecorrespondence and correspondence files, surveys, plans and specifications, warranties for services and materials provided to the Property, engineering reports, environmental audits and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, as Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operatorother than those listed in Exhibit E), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective proprietary or confidential information, . (c) Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ hours prior written notice notice, which may be telephonic, to Seller and and, if Seller so elects, in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller If Purchaser desires to do any invasive testing, sampling or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on drilling at the Property, Purchaser shall do so only after notifying Seller and obtaining Seller’s prior written consent thereto, which consent may be granted or withheld in Seller’s sole discretion and may be subject to any terms and conditions imposed by Seller in its sole discretion. Purchaser shall promptly restore any affected part of the Property which is subjected to a any such invasive testing, sampling, or drilling, or otherwise affected by Purchaser’s inspection, to substantially the same condition which is as near to its original condition as existed prior to any such inspections inspections, tests, sampling or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Sellerdrilling, at Purchaser’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property sole cost and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controllerexpense. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) ), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and PurchaserPurchaser and shall be conducted so as not to interfere unreasonably with use of the Property by Seller or its tenants.

Right of Inspection. Prior to execution of this Agreement by Seller and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation acknowledges that it (a) has completed its due diligence review of the Property. During , (b) is satisfied with such pre-Agreement period Purchaser review in all respects, and (c) has had and following the execution of no right to terminate this Agreement (or obtain a refund of the Exxxxxx Money) in connection with any further diligence review or inspection. Notwithstanding the foregoing, beginning on the Effective Date, Purchaser shall shall, subject to the rights of the Manager under the Management Agreement, guests of the Hotel and the tenants under the Leases, have the continuing right to make a physical inspection of the Real Property and to examine at such place or places at the Property, in the offices of the Operator Hotel or elsewhere as the same may be located, any operating files maintained by or for the benefit of Seller or Operator in connection with the ownershipleasing, operationsoperation, current maintenance and and/or management of the PropertyProperty (“Property Information”), including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the LicensesService Contracts, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the PropertyHotel, correspondence, surveys, plans and specifications, warranties for services and materials provided to the PropertyHotel, environmental audits and similar materialsmaterials and any other documents relating to the Property in Seller’s or Manager’s possession or control, but excluding materials not directly related to the operations, current maintenance or and/or management of the Property such as, without limitation, Seller’s financial projections, forecasts, budgets, appraisals, accounting and tax records, internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting correspondence and tax records reports and similar proprietary, elective or confidential information. Purchaser shall keep all Property Information strictly confidential, provided that Purchaser may deliver copies of Property Information to its attorneys, accountants and other advisors in connection with the acquisition of the Property and to current and prospective lenders and partners provided that such parties agree to maintain the confidentiality of such Property Information. Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller. Seller and in the presence of Seller or may have its representativerespective representatives attend any such inspections. Such physical inspection shall not disturb Hotel guests or tenants under the Leases nor unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respectManager. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Real Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or and/or tests, at Purchaser’s sole cost and expense. Seller shall reasonably cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not disrupt Seller’s or Manager’s or any tenant’s or guest’s activities on the Real Property and shall not contact Manager, any tenants of its employees, or any other employees working at the Hotel, any guests of the Property Property, any party to an Operating Agreement, any tenants under the Leases or any parties governmental authority without (a) providing reasonable advance notice in writing to Seller describing the Contract Estoppels without timing, nature, subject and means of any desired communication, (b) in each instance obtaining Seller’s prior written consent, and (iii) irrespective of whether Purchaser delivers such notice, providing Seller with the option to either attend or participate in any meetings, conversations or communications between Purchaser and such party or expressly waiving its right to do so in writing and Purchaser shall not disrupt Seller’s or communicate in any tenant’s activities on manner with any such party without satisfying the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controllerforegoing. Purchaser agrees to indemnify against against, defend, protect and hold Seller harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees actually incurred) ), damages or injuries arising out of or resulting from or in connection with the inspection of the Property by Purchaser or its agents, whether occurring prior to employees, representatives, consultants or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding contractors and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify indemnify, defend, protect and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser. Purchaser agrees (i) that prior to entering the Property to conduct any inspection, Purchaser shall obtain and maintain, and shall cause each of its contractors and agents to maintain (and shall deliver evidence satisfactory to Seller thereof), at no cost or expense to Seller, commercial general liability insurance from an insurer reasonably acceptable to Seller in the amount of One Million Dollars ($1,000,000) with combined single limit for personal injury or property damage per occurrence, such policies to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal injury or property damage caused by Purchaser or its agents, representatives or consultants in connection with any such tests and investigations, and (ii) to keep the Property free from all liens and encumbrances. Purchaser’s insurance may not be canceled or amended except upon thirty (30) days’ prior written notice to Seller.

Right of Inspection. Prior to execution of this Agreement by Seller (a) During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During such pre-Agreement period Purchaser has had and following ) on January 22, 2007 (hereinafter referred to as the execution of this Agreement “Inspection Period”), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operationsleasing, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits Property and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, environmental reports, property condition reports, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information. In addition to the items described above, Seller shall deliver to Purchaser the documents described on Exhibit L attached hereto (collectively, the “Seller Deliveries”). Seller acknowledges that it has delivered all of the Seller Deliveries in its possession or control to Purchaser as of the Effective Date of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in so as to provide Seller a reasonable opportunity to have a representative of the presence of Seller or its representativepresent for any on-site inspection; provided, however, that Seller’s failure to have a representative present shall not impair Purchaser’s right to enter the Property. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall consent will not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or and/or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties without prior notice to Seller and allowing Seller the Contract Estoppels without obtaining Seller’s prior written consentreasonable opportunity to participate, and shall not unreasonably disrupt Seller’s or any tenant’s activities on the Property and Property. Purchaser shall not conduct disclose any interviews with employees at the Hotelinformation obtained pursuant to any on-site inspection or environmental report to Seller, without obtaining provided that, upon written request from Seller’s prior written consent, other than the following members Purchaser shall be obligated to disclose any information to Seller obtained pursuant to any on-site inspection or environmental report within five (5) days of the Hotel’s executive staff: the General Manager and the Controller. such request. (c) Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such which obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser. Prior to Purchaser entering the Property to conduct the inspections and/or tests described above, Purchaser shall obtain and maintain, at Purchaser’s sole cost and expense, and shall deliver to Seller evidence of, the following insurance coverage, and shall cause each of its agents and contractors to obtain and maintain, and, upon request of Seller, shall deliver to Seller evidence of, the following insurance coverage: general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of at least Two Million and No/100 Dollars ($2,000,000.00) combined single limit for personal injury and property damage per occurrence, such policy to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with such inspections and/or tests.

Right of Inspection. Prior to (a) Beginning upon the date of execution of the Access Agreement (as defined in Section 3.2(b)) and continuing so long as this Agreement by Seller remains in full force and Purchasereffect, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall continue to have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownershipTHE leasing, operations, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreementstenant income certifications (to the extent in Seller's possession), the Licenses, insurance policiesservice contracts, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits Property and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or maintenance, and/or management of the Property such as, without limitation, as Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)insurance policies, operating budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective proprietary or confidential information, . (b) Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller governed by and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed that certain Access Agreement between Purchaser and Seller dated May 20, 2005 (the "ACCESS AGREEMENT"). The parties hereby affirm that the Access Agreement remains in full force and effect under its terms, and the industry and in compliance with all governmental laws, rules and regulations. Following each entry Access Agreement is incorporated herein by Purchaser with respect to inspections or tests on the Property, this reference. (c) Purchaser shall restore the Property to a condition which is as near to indemnify, hold harmless and defend Seller, its original condition as existed prior to general partner and their respective officers, directors, employees and shareholders from and against any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests and all claims, demands, causes of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consentaction, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotelliabilities, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilitieslosses, costs, damages and expenses (including reasonable attorneys’ ' fees actually incurredand expenses and court costs incurred in defending any such claim or in enforcing this indemnity) damages of whatsoever nature (individually a "CLAIM" and collectively, "CLAIMS") that may be incurred by Seller or injuries any other indemnified party and arising out of or resulting from in connection with the inspection acts or omissions of the Property by Purchaser or and its agents, whether occurring prior representatives, contractors and consultants, or any of them, including but not limited to Claims arising out of or following in connection with personal injury or death of persons, loss, destruction or damage to property, or liens or claims of lien filed against the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspectionProperty. Notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller This Section 3.1(c) shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser.

Right of Inspection. Prior to execution (a) Beginning on the date of the Access Agreement (as hereinafter defined) and continuing thereafter so long as this Agreement by Seller remains in full force and effect, Purchaser and its agents, representatives, contractors and consultants shall, at Purchaser’s sole cost and expense and upon twenty-four (24) hours prior telephonic notice to Seller, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall have the continuing right to make a physical inspection inspections of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownershipleasing, operations, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policiesservice contracts, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits Property and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or maintenance, and/or management of the Property such as, without limitation, as Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)insurance policies, operating budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective proprietary or confidential information. Seller shall have the right, but not the obligation, to have one of its representatives accompany Purchaser understands or its representatives on each such inspection or examination. To the extent in Seller’s possession, Seller shall provide Purchaser with the items set forth in Schedule 3.1(a) attached hereto within three (3) business days after the Effective Date. Seller shall reasonably cooperate with Purchaser in its inspections and agrees that examinations of the Property, but Seller shall not be obligated to incur any on-site liability, undue time commitment or expense in connection therewith. (b) Purchaser’s inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection , shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consentincluding, which shall not be unreasonably withheldwithout limitation, soil borings, test pits, groundwater testing, or Phase II or Phase III environmental testing), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each such entry by the Purchaser Parties with respect to inspections or tests on the PropertyInspections, Purchaser shall restore promptly restore, or cause to be restored, the Property to a condition which is as near to its original condition as existed immediately prior to any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewithInspections. Purchaser shall not contact have the right to submit any tenants samples or guests other materials to any testing laboratory or similar facility without obtaining the prior written consent of the Property or any parties Seller. (c) Except with respect to the Contract Estoppels without obtaining gross negligence or willful misconduct of Seller’s prior written consent, its members, and their respective, members, affiliates, indirect owners (including trusts and plans), trustees, officers, directors, shareholders, agents and employees Purchaser shall not disrupt indemnify, hold harmless and defend Seller’s or , its members, and their respective, members, affiliates, indirect owners (including trusts and plans), trustees, officers, directors, shareholders, agents and employees from and against any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotelall claims, without obtaining Seller’s prior written consentdemands, other than the following members causes of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against and hold Seller harmless from any claim for action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ ' fees actually incurredand expenses and court costs incurred in defending any such claim or in enforcing this indemnity) damages of whatsoever nature (for purposes of this Section 3.1, individually a "Claim" and collectively, "Claims") that may be incurred by Seller or injuries any other indemnified party and arising out of or resulting from in connection with the inspection acts or omissions of the Property by Purchaser or and its agents, whether occurring prior representatives, contractors and consultants, or any of them, in connection with the inspections and examinations of the Property, including but not limited to Claims arising out of or following in connection with personal injury or death of persons, loss, destruction or damage to property, or liens or claims of lien filed against the Effective DateProperty. Notwithstanding the foregoing, but which Purchaser shall not include have no liability for pre-existing conditions discovered by Purchaser during such inspectionany inspection of the Real Property and not aggravated by Purchaser. Notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller This Section 3.1(c) shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and PurchaserAgreement for a period of twenty-four (24) months.

Right of Inspection. Prior to execution of this Agreement by Seller During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During such pre-Agreement period Purchaser has had and following ) on August 24, 1999 (hereinafter referred to as the execution of this Agreement "Inspection Period"), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operationsleasing, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, engineering studies, environmental audits and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, . Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s 's inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s 's prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or and/or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s 's prior written consent, consent and shall not disrupt Seller’s 's or any tenant’s Seller's tenants' activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerProperty. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser. Purchaser acknowledges that Purchaser commenced its due diligence review prior to the date of this Agreement, and that August 24, 1999 is a reasonable expiration date for the Inspection Period.

Right of Inspection. Prior to execution of this Agreement by Seller During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During such pre) on the date which is twenty-Agreement period Purchaser has had and following one (21) days thereafter (hereinafter referred to as the execution of this Agreement "INSPECTION PERIOD"), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operationsleasing, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licensescurrent budgets, insurance policies, insurance loss histories, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential informationinformation (collectively, the "CONFIDENTIAL DOCUMENTS"). Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of audited financial statements in respect of the Property in compliance with the policies of Purchaser and certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Purchaser's auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive Closing). Without limiting the generality of the preceding sentence (a) Seller shall, during normal business hours, allow Purchaser's auditors reasonable access to the books and records maintained by Seller in respect of the Property (excepting the Confidential Documents); (b) Seller shall use reasonable efforts to provide to Purchaser such financial information and supporting documentation as are necessary for Purchaser's auditors to prepare audited financial statements; and (c) if Seller has audited financial statements with respect to the Property, Seller shall promptly provide Purchaser's auditors with a copy of such audited financial statements. If after Closing Seller obtains an audited financial statement in respect of the Property for a fiscal period in 2003 or 2004 that was not completed at the time of Closing, then Seller shall promptly provide Purchaser with a copy of such audited financial statement, and the foregoing covenant shall survive Closing. Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s 's inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s 's prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Property, Purchaser shall restore the Property to a condition which is as near as possible to its original condition as existed prior to any such inspections or and/or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Seller shall have the right to have a representative present at any interviews Purchaser shall not contact any conducts with tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consentProperty, and Purchaser shall not disrupt Seller’s 's or any tenant’s 's activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerProperty. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser. Prior to Purchaser entering the Property to conduct the inspections and/or tests described above, Purchaser shall obtain and maintain, at Purchaser's sole cost and expense, and shall deliver to Seller evidence of, the following insurance coverage, and shall cause each of its agents and contractors to obtain and maintain, and, upon request of Seller, shall deliver to Seller evidence of, the following insurance coverage: general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of Two Million and No/100 Dollars ($2,000,000.00) combined single limit for personal injury and property damage per occurrence, such policy to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with such inspections and/or tests.

Right of Inspection. Prior to execution of this Agreement by Seller (a) During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During such pre-Agreement period Purchaser has had and following ) on November 14, 2007 (hereinafter referred to as the execution of this Agreement “Inspection Period”), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operationsleasing, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits Property and similar materialsmaterials (provided that Seller shall not be obligated to update any such information or provide any information not in Seller’s possession), but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, environmental reports, property condition reports, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, . (b) Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or and/or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to governmental or quasi-governmental authorities regarding the Contract Estoppels Property without obtaining Seller’s prior written consent, which shall not be unreasonably withheld, provided that Seller shall have the right to have a representative present at any meeting with said authorities and tenants, and shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Property. (c) Purchaser agrees to indemnify against and hold Seller and Seller’s venturers and affiliates and all their officers, directors, partners, members, shareholders, trustees, employees and tenants harmless from any claim for liabilitiesand all claims, demands, liabilities (including strict liability), losses, costs, expenses (including reasonable attorneys’ fees and expenses actually incurred) damages ), damages, judgments, or injuries of any kind or character (whether or not attributable in whole or in part to the negligence of any such indemnified party), arising out of or resulting from the inspection of the Property by Purchaser or its agentsemployees, whether occurring prior to agents or following the Effective Datecontractors, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such which obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser. Prior to Purchaser entering the Property to conduct any invasive inspections and/or tests described above, Purchaser shall obtain and maintain, at Purchaser’s sole cost and expense, and shall deliver to Seller evidence of, the following insurance coverage, and shall cause each of its agents and contractors to obtain and maintain, and, upon request of Seller, shall deliver to Seller evidence of, the following insurance coverage: general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of at least Two Million and No/100 Dollars ($2,000,000.00) combined single limit for personal injury and property damage per occurrence, such policy to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with such inspections and/or tests.

Right of Inspection. Prior to execution of (a) Beginning upon the Effective Date and continuing thereafter so long as this Agreement by Seller remains in full force and Purchasereffect, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownershipleasing, operations, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policiesservice contracts, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits Property and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or maintenance, and/or management of the Property such as, without limitation, as Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)insurance policies, operating budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective proprietary or confidential information. Notwithstanding anything contained herein to the contrary, Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24A) hours’ prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains without first obtaining Seller’s prior written consent, which may be withheld or conditioned in Seller’s sole discretion, neither Purchaser nor any of Purchaser’s representatives or agents may (i) communicate with tenants or occupants of the Property, (ii) notify or contact any governmental agency regarding the Property; provided however, that the foregoing shall not be unreasonably withheldprohibit Purchaser from accessing publicly available governmental records and databases from time to time, and (iii) conduct any intrusive or invasive physical or environmental investigation regarding the Property (including, without limitation, soil borings, test pits, groundwater testing, or Phase II or Phase III environmental testing), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on the Property, (B) Purchaser shall restore the Property to have no additional rights or remedies under this Agreement as a condition which is as near to its original condition as existed prior to any result of such inspections inspections, or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense findings in connection therewith. Purchaser shall not contact have the right to submit any samples or other materials to any testing laboratory or similar facility without obtaining the prior written consent of Owner. In the event the need arises to notify under applicable law any federal, state or local public agencies of any environmental or structural conditions at the Property as a result of Purchaser’s due diligence investigations, Purchaser agrees that Seller, and not Purchaser, shall make such disclosure as Seller deems appropriate, unless such disclosure is required by law to be made by Purchaser, in which instance Purchaser shall make such disclosure and Purchaser shall immediately notify Seller in writing. (b) In exercising its right of access hereunder, Purchaser will use, and will cause Purchaser’s representatives and agents to use, commercially reasonable efforts not to interfere with the activities of tenants or guests other persons occupying or providing services at the Property. Purchaser will give at least forty-eight (48) hours prior telephonic notice to Xxxxxxx Xxxxxx (404-846-5077) or Xxx Xxxxxxxx (404-846-6173), on behalf of Seller, of its intention to conduct any inspection and the Property nature of such inspection. Seller expressly reserves the right to have a representative of Seller or any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or property manager present during any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controllerinspection. Purchaser agrees to indemnify against cooperate with any reasonable request by Seller in connection with the timing or conduct of any inspection. (c) The access granted hereunder is intended to convey and hold grant to Purchaser a temporary right to enter the Property to conduct the activities stated herein. Purchaser shall be responsible for, and shall bear the full cost and expense of, any such activities. Purchaser and Purchaser’s representatives and agents shall enter and occupy the Property at their own risk, and Seller harmless shall not assume or bear any risk, liability, responsibility or duty of care as to Purchaser or Purchaser’s representatives or agents while on the Property. (d) Purchaser shall cause all persons and entities entering the Property at Purchaser’s request to maintain commercial general liability insurance in the amount of $1,000,000.00 per occurrence and excess/umbrella liability insurance in the amount of $10,000,000.00 to cover risks of the type described in this Article III, and such insurance shall include a waiver of subrogation. Before undertaking any inspections or access under this Article III, Purchaser (i) will deliver to Seller written evidence establishing to Seller’s reasonable satisfaction that such adequate and appropriate insurance is being maintained and (ii) shall cause Seller and PAH (as property manager) to be named as an additional named insured (rather than as a certificate holder) under the insurance policies to be maintained in accordance with this Section 3.1(d) and shall provide Seller evidence of such coverage to Seller’s reasonable satisfaction. (e) Purchaser shall take commercially reasonable precautions to avoid or minimize any damage to the Property as a result of any inspection or other activity conducted by Purchaser or Purchaser’s representatives or agents, and Purchaser shall be responsible for any loss or damage caused to the Property resulting from the acts or negligence of Purchaser or Purchaser’s representatives or agents. Purchaser shall, at its sole cost and expense and in strict accordance with all requirements of applicable law, promptly restore any damage or alteration of the physical condition of the Property that results from any claim for inspection or other activity conducted by Purchaser or any of Purchaser’s representatives or agents. Purchaser shall keep the Property free from, and shall immediately cause the discharge of, any liens or claims of lien arising out of any work performed or obligations incurred by or on behalf of, or materials furnished to, Purchaser or Purchaser’s representatives or agents with respect to any inspection or testing of the Property. (f) Purchaser shall indemnify, hold harmless and defend Seller, its member and their respective officers, directors, employees and shareholders from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees actually incurredand expenses and court costs incurred in defending any such claim or in enforcing this indemnity) damages of whatsoever nature (for purposes of this Section 3.1, individually a “Claim” and collectively, “Claims”) that may be incurred by Seller or injuries any other indemnified party and arising out of or resulting from in connection with the inspection acts or omissions of Purchaser and its agents, representatives, contractors and consultants, or any of them, including but not limited to Claims arising out of or in connection with personal injury or death of persons, loss, destruction or damage to property, or liens or claims of lien filed against the Property. Purchaser shall promptly upon receiving notice of any lien placed on the Property by Purchaser reason of any tests or inspections by or on behalf of Purchaser, its agents, whether occurring prior representatives, contractors and consultants, or any of them, cause the lien to be discharged or following bonded off the Effective DateProperty at Purchaser’s sole expense, but which and such lien shall not include be deemed a Permitted Exception. Notwithstanding the foregoing, Purchaser shall have no liability for pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding anything to any inspection of the contrary in this Agreement, such obligation to indemnify Real Property and hold harmless Seller not aggravated by Purchaser. (g) This Section 3.1 shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser.

Right of Inspection. Prior to execution of this Agreement by Seller During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During such pre-Agreement period Purchaser has had and following ) on June 22, 2000 (hereinafter referred to as the execution of this Agreement "Inspection Period"), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operationsleasing, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, . Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s 's inspection damage the Property in any respect. respect Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s 's prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or and/or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s 's prior written consent, consent and shall not disrupt Seller’s 's or any tenant’s Seller's tenants' activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerProperty. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser.

Right of Inspection. Prior During the period beginning upon the Effective Date and ending at 5:00 p.m. (local time at the Property) on December 24, 2004 (the "INSPECTION PERIOD"), Purchaser shall, subject to execution of this Agreement by Seller and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain the rights of inspection and investigation the Manager under the Management Agreement, guests of the Property. During such pre-Agreement period Purchaser has had Hotel and following the execution of this Agreement Purchaser shall tenants under the Leases, have the continuing right to make a physical inspection of the Real Property and to examine at such place or places at the Property, in the offices of the Operator Hotel or elsewhere as the same may be located, any operating files maintained by or for the benefit of Seller or Operator in connection with the ownership, operationsoperation, current maintenance and and/or management of the PropertyProperty ("PROPERTY INFORMATION"), including, without limitation, the Ground LeaseManagement Agreement, any Leases, lease files, the Operating Agreements, the Licensesinsurance policies, insurance policiesclaims history, bills, invoices, receipts and other general records relating to the income and expenses of the PropertyHotel, correspondence, surveys, plans and specifications, warranties for services and materials provided to the PropertyHotel, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or and/or management of the Property Hotel (collectively, the "CONFIDENTIAL DOCUMENTS") such as, without limitation, Seller’s internal memoranda, 's financial projections, budgets (except as prepared for the Property by Operator)forecasts, budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records records, internal memoranda and reports and similar proprietary, elective or confidential information. Seller shall instruct Manager to (a) provide the Property Information to Purchaser to the extent the same is in Manager's possession, and (b) make itself available for Purchaser to ask Manager questions regarding the Hotel. In no event shall Purchaser use any information obtained from Seller or otherwise obtained by Purchaser in connection with the potential purchase of the Property for any purpose other than evaluating the acquisition of the Hotel including, without limitation, for any use in connection with the ownership or operation of any other hotel property now or in the future owned in whole or in part by Purchaser or a related party. Purchaser shall keep all Property Information (to the extent not published by Seller as public knowledge or not otherwise available in the public domain) strictly confidential, provided that Purchaser may deliver copies of Property Information to its attorneys, accountants and other advisors in connection with the acquisition of the Property and to current and prospective lenders, investors and partners provided that such parties agree to maintain the confidentiality of such Property Information. Furthermore, notwithstanding anything contained in this Agreement to the contrary, Purchaser shall be permitted to disclose such Property Information as may be recommended by Purchaser's legal counsel in order to comply with all financial reporting, securities laws and other legal requirements applicable to Purchaser, including any required disclosures to the Securities and Exchange Commission. Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and and, at the election of Seller, in the presence of such persons designated by Seller as Seller's representative and Manager, or its representativetheir respective representatives. Such physical inspection shall not disturb Hotel guests nor unreasonably interfere with the use of the Property by Seller or its tenants Manager, or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s 's prior written consent, which shall not may be unreasonably withheldwithheld in Seller's sole and absolute discretion), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Real Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or and/or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact Manager, any tenants of its employees, or any other employees working at the Hotel, any guests of the Property Property, any party to an Operating Agreement, or any parties to tenants under the Contract Estoppels Leases without in each instance obtaining Seller’s 's prior written consent, consent (which consent shall not be unreasonably withheld or delayed) and Purchaser shall not disrupt Seller’s 's or Manager's or any tenant’s 's or guest's activities on the Property and shall not conduct any interviews with employees at the HotelReal Property. PURCHASER AGREES TO INDEMNIFY AGAINST, without obtaining Seller’s prior written consentDEFEND, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilitiesPROTECT AND HOLD SELLER HARMLESS FROM ANY CLAIM FOR LIABILITIES, costsCOSTS, expenses EXPENSES (including reasonable attorneys’ fees actually incurredINCLUDING REASONABLE ATTORNEYS' FEES ACTUALLY INCURRED) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agentsDAMAGES OR INJURIES (INCLUDING WITHOUT LIMITATION PERSONAL INJURIES OR DEATH) ARISING OUT OF OR RESULTING FROM THE INSPECTION OF THE PROPERTY BY PURCHASER OR ITS AGENTS, whether occurring prior to or following the Effective DateEMPLOYEES OR CONTRACTORS, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding anything to the contrary in this AgreementEVEN IF SUCH LIABILITIES, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this AgreementCOSTS, EXPENSES, DAMAGES, OR INJURIES WERE CAUSED BY SELLER'S CONCURRENT NEGLIGENCE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SUCH OBLIGATION TO INDEMNIFY, DEFEND, PROTECT AND HOLD HARMLESS SELLER SHALL SURVIVE CLOSING OR ANY TERMINATION OF THIS AGREEMENT. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser. Purchaser agrees (A) that prior to entering the Property to conduct any inspection, Purchaser shall obtain and maintain, or shall cause each of its contractors and agents to maintain (and shall deliver evidence satisfactory to Seller thereof), at no cost or expense to Seller, commercial general liability insurance from an insurer reasonably acceptable to Seller and licensed to do business in Texas in the amount of Two Million Dollars ($2,000,000) with combined single limit for personal injury or property damage per occurrence, such policies to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal injury or property damage caused by Purchaser or its agents, representatives or consultants in connection with any such tests and investigations, and (B) to keep the Property free from all liens and encumbrances. Purchaser's insurance may not be canceled or amended except upon thirty (30) days' prior written notice to Seller.

Right of Inspection. Prior During the period beginning upon the Effective Date and ending at 5:00 p.m. (local time at the Property) on June 3, 2011 (hereinafter referred to execution as the “Inspection Period”), and thereafter until Closing or the earlier termination of this Agreement by Seller and PurchaserAgreement, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operationsleasing, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts receipts, budgets, operating statements, a general ledger and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, and additional information or materials reasonably requested by Purchaser, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective privileged or confidential information, . Purchaser understands and agrees that any on-site inspections of the Property shall be conducted during normal business hours and upon at least twenty-four (24) hours’ prior written notice to Seller and in that Seller shall have the presence of Seller or right to have its representativerepresentative present during any such inspection. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consentconsent which may be granted, which shall not be unreasonably withheldwithheld or conditioned in Seller’s sole and absolute discretion), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Property, Purchaser shall restore the Property to a condition which is as near as possible to its original condition as existed prior to any such inspections or and/or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or third-party expense in connection therewiththerewith (other than copying expense). Purchaser shall not contact any tenants or guests tenant(s) of the Property unless (x) Purchaser shall first notify Seller of its desire to contact such tenant(s), (y) Purchaser shall coordinate the time, place and method of any such contact with Seller, and (z) Seller shall have the right to be present (or have its representative be present) at any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controllersuch contact. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior except to the extent arising from (I) the negligence or following willful misconduct of Seller or Seller’s agents, contractors or employees, or (II) the Effective Date, but which shall not include pre-mere discovery of an existing conditions discovered by Purchaser during such inspectioncondition. Notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All Prior to Purchaser entering the Property to conduct the inspections and/or tests described above, Purchaser shall occur obtain and maintain, at reasonable times agreed Purchaser’s sole cost and expense, and shall deliver to Seller evidence of, the following insurance coverage, and shall cause each of its agents and contractors to obtain and maintain, and, upon request of Seller, shall deliver to Seller evidence of, the following insurance coverage: general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of One Million and No/100 Dollars ($1,000,000.00) combined single limit for personal injury and property damage per occurrence, such policy to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Seller and PurchaserPurchaser or its agents, employees or contractors in connection with such inspections and/or tests.

Right of Inspection. Prior to execution of this Agreement by Seller (a) During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During such pre-Agreement period Purchaser has had and following ) on January 29, 2007 (hereinafter referred to as the execution of this Agreement “Inspection Period”), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operationsleasing, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits Property and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, property condition reports, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information. Purchaser acknowledges that prior to the execution of this Agreement, Seller has provided Purchaser the Phase I environmental assessments prepared by Xxxxx International Incorporated, project nos. T0272-002-01 and F0800-036-01 (the “Environmental Reports”). (b) Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in Seller may elect to have a representative at the presence of Seller or its representativeProperty during such inspections. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, consent which shall consent will not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all applicable governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with and/or tests in the event that Purchaser in its due diligence but shall does not be obligated acquire the Property pursuant to incur any liability or expense in connection therewiththis Agreement. Purchaser shall not contact disclose any tenants information obtained pursuant to any on-site inspection or guests of environmental report to Seller, provided that, should Purchaser not acquire the Property from Seller pursuant to this Agreement, and upon written request from Seller, Purchaser shall be obligated to disclose any information to Seller obtained pursuant to any on-site inspection or any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members environmental report within five (5) days of the Hotel’s executive staff: the General Manager and the Controller. such request. (c) Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such which obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections However, the preceding sentence of clause (c) of Section 3.1 shall occur at reasonable times agreed upon by not extend to any claims that are attributable to pre-existing conditions of or on the Land, or that arise from the acts or omissions of Seller or its agents, lessees, invitees, employees, contractors or other third parties besides Purchaser and Purchaser’s agents, employees or contractors. Prior to Purchaser entering the Property to conduct the inspections and/or tests described above, Purchaser shall obtain and maintain, at Purchaser’s sole cost and expense, and shall deliver to Seller evidence of, the following insurance coverage, and shall cause each of its agents and contractors to obtain and maintain, and, upon request of Seller, shall deliver to Seller evidence of, the following insurance coverage: general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of at least One Million and No/100 Dollars ($1,000,000.00) combined single limit for personal injury and property damage per occurrence, such policy to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with such inspections and/or tests.

Right of Inspection. Prior to execution of this Agreement by Seller During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During such pre-Agreement period Purchaser has had and following ) June 4, 1999 (hereinafter referred to as the execution of this Agreement "Inspection Period"), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine and copy at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operationsleasing, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, . Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s 's inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s 's prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Property, . Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or and/or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s 's prior written consent, consent and shall not disrupt Seller’s 's or any tenant’s Seller's tenants' activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerProperty. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All In respect of the inspections, examinations and general due diligence contemplated by this Section 3.1, Seller acknowledges and agrees to the following: (a) that Purchaser will be permitted to conduct its inspections shall occur at of the Property and its examinations of the operating and other files, documents and materials related to the Property as contemplated by this Agreement, all on reasonable times agreed upon by notice to Seller and accompanied by a representative of Seller as set forth herein, such to be conducted on business days and at times reasonably required by Purchaser; and (b) that Purchaser will be permitted to contact, acting through Seller but not Purchaser directly, and attempt to secure through Seller estoppel certificates from, leasing brokers and vendors, contractors or other service providers under the Operating Agreements. Seller shall cooperate with Purchaser, in making available to Purchaser the items Purchaser has identified on Schedule 3.1 attached hereto excluding only items specifically excluded above in this Section 3.1.

Right of Inspection. Prior Purchaser shall, subject to execution of this Agreement by Seller and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain the rights of inspection and investigation the Manager under the Management Agreement, guests of the Property. During such pre-Agreement period Purchaser has had Hotel and following the execution of this Agreement Purchaser shall tenants under the Leases, have the continuing right to make a physical inspection inspections of the Real Property and to examine at such place or places at the Property, in the offices of the Operator Hotel or elsewhere as the same may be located, any operating files maintained by or for the benefit of Seller or Operator in connection with the ownershipleasing, operationsoperation, current maintenance and and/or management of the PropertyProperty (“Property Information”), including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the LicensesService Contracts, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the PropertyHotel, correspondence, surveys, plans and specifications, warranties for services and materials provided to the PropertyHotel, environmental audits and similar materialsmaterials and any other documents relating to the Property in Seller’s or Manager’s possession or control, but excluding materials not directly related to the operations, current maintenance or and/or management of the Property such as, without limitation, Seller’s financial projections, forecasts, budgets, appraisals, accounting and tax records, internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting correspondence and tax records reports and similar proprietary, elective or confidential information. Purchaser shall keep all Property Information strictly confidential, provided that Purchaser may deliver copies of Property Information to its attorneys, accountants and other advisors in connection with the acquisition of the Property and to current and prospective lenders and partners provided that such parties agree to maintain the confidentiality of such Property Information. Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in (which notice may be given via telephone or e-mail, anything herein contained to the presence of contrary notwithstanding). Seller or may have its representativerespective representatives attend any such inspections. Such physical inspection shall not disturb Hotel guests or tenants under the Leases nor unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respectManager. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Real Property, Purchaser shall restore repair any damage caused to the Property to a condition which is as near to its original condition as existed prior to on account of any such inspections or and/or tests, at Purchaser’s sole cost and expense. Seller shall reasonably cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining disrupt Seller’s prior written consent, shall not disrupt Selleror Manager’s or any tenant’s or guest’s activities on the Real Property and shall not conduct contact Manager, any interviews with of its employees, or any other employees working at the Hotel, without obtaining Seller’s prior written consent, other than the following members any guests of the Hotel’s executive staff: Property, any party to a Service Contract, any tenants under the General Manager Leases, any lender providing financing secured by the Real Property or any governmental authority without (a) providing reasonable advance notice to Seller (via telephone or e-mail being acceptable for this purpose, anything herein contained to the contrary notwithstanding), and (b) irrespective of whether Purchaser delivers such notice, providing Seller with the Controlleroption to either attend or participate in any meetings, conversations or communications between Purchaser and such party or expressly waiving its right to do so in writing and Purchaser shall not communicate in any manner with any such party without satisfying the foregoing. Purchaser agrees to indemnify against against, defend, protect and hold Seller harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees actually incurred) ), damages or injuries arising out of or resulting from or in connection with the inspection of the Property by Purchaser or its agents, whether occurring prior to employees, representatives, consultants or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding contractors and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify indemnify, defend, protect and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser. Purchaser agrees (i) that prior to entering the Property to conduct any inspection, Purchaser shall obtain and maintain, and shall cause each of its contractors and agents to maintain (and shall deliver evidence satisfactory to Seller thereof), at no cost or expense to Seller, commercial general liability insurance from an insurer reasonably acceptable to Seller in the amount of Three Million Dollars ($3,000,000) with combined single limit for personal injury or property damage per occurrence, such policies to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal injury or property damage caused by Purchaser or its agents, representatives or consultants in connection with any such tests and investigations, and (ii) to keep the Property free from all liens and encumbrances on account of any such inspections and/or tests. Purchaser’s insurance may not be canceled or amended except upon thirty (30) days’ prior written notice to Seller.

Right of Inspection. Prior INSPECTION PERIOD; CONDITION OF PROPERTY. a. RIGHT OF INSPECTION. From the Effective Date to execution the Closing Date, upon 36 hours notice to Seller or inspectors and, if Seller desires, while accompanied by a representative of this Agreement by Seller Seller, Purchaser and/or its representatives or inspectors may inspect, at reasonable hours, the Property, all books, records, leases, contracts, accounting and Purchasermanagement reports and other documents or data pertaining to the ownership, Seller granted to Purchaseroperation, and Purchaser exercised, certain rights of inspection and investigation or maintenance of the Property; provided, however, Seller shall not be required to provide Purchaser access to and Purchaser shall not be entitled to review any of the Excluded Property or any internal partnership or organizational information or materials of Seller, any memoranda or correspondence from Seller to any of the partners in Seller or Seller's lender, or any other proprietary or confidential information. During such pre-Agreement period Purchaser has had shall be entitled to examine the Property's physical condition, and following shall have the execution right to enter vacant apartments and upon reasonable notice and subject to the rights of this Agreement the Tenants under the Leases, Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Propertyenter leased areas; provided, however, that in the offices of the Operator or elsewhere as the same may be located, any operating files maintained by Seller or Operator in connection with the ownership, operations, current maintenance and management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or management of the Property such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential informationconducting its inspection, Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use business and operations of the Property by Seller Tenants or of Seller. Purchaser and any of its tenants agents or Hotel guests nor shall Purchaser’s inspection damage consultants who desire to enter on to the Property shall have in any respect. Such physical inspection shall effect and maintain commercial general liability insurance naming Seller and FF Properties L.P. as additional insureds, with limits not be invasive in any respect (unless Purchaser obtains Seller’s prior written consentless than $1,000,000, which shall not be unreasonably withheld)for personal injury, including bodily injury and death, and in property damage. Prior to any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on the Property, Purchaser shall restore deliver to Seller a certificate of insurance evidencing such coverage, and further evidencing that such coverage may only be terminated or modified upon thirty (30) days prior written notice to Seller. All inspection fees, appraisal fees, engineering fees and other expenses of any kind incurred by Purchaser relating to the inspection of the Property to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall not will be obligated to incur any liability or expense in connection therewithsolely Purchaser's expense. Purchaser shall not contact give Seller reasonable notice prior to making any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controllerinspection. Purchaser agrees to protect, defend, indemnify against and hold Seller harmless Seller, FF Properties L.P., and their respective partners, shareholders, affiliates, officers, employees, trustees and beneficiaries and Seller's tenants, contractors, agents and employees, from and against any claim for and all injuries, losses, liens, claims, judgments, liabilities, costs, expenses or damages (including including, without limitation, reasonable attorneys’ ' fees actually incurredand court costs) damages sustained by or injuries arising threatened against any of them which result from or arise out of injury or resulting from the inspection death to persons, damage or destruction to property, or mechanic's or materialmen's liens as a result of the Property any inspections by Purchaser or its agentsrepresentatives pursuant to this Agreement. Purchaser agrees to repair and/or restore any damage to the Property resulting from any such inspection by Purchaser. If Purchaser terminates the Agreement for any reason whatsoever, whether occurring then Purchaser shall deliver to Seller all reports, studies, data, and other information acquired by Purchaser or its representatives from Seller or its representatives in connection with inspections of the Property. The right of access granted hereby shall in no way be construed as giving Purchaser possession of or any legal or equitable title to the Property prior to or following the Effective Date, but which Closing. Purchaser's obligations under this Section 5 shall survive the termination of this Agreement and shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding anything be subject to the contrary any limitations on remedies set forth in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser.

Right of Inspection. Prior to execution During the period beginning upon the Effective Date until the Closing or earlier termination of this Agreement by Seller and PurchaserAgreement, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall have the continuing right to make a physical inspection of the Property Properties and to examine at such place or places at the PropertyProperties, in the offices of Seller or the Operator property manager of the Properties or elsewhere in Los Angeles County, California, as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operationsleasing, current maintenance and and/or management of the PropertyProperties, including, without limitation, the Ground Lease, Leases, lease files, including current rent roll for the tenants of each of the Properties, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the PropertyProperties, correspondence, surveys, plans and specifications, warranties for services and materials provided to the PropertyProperties, environmental audits and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property Properties such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, . Purchaser understands and agrees that any on-site inspections of the Property Properties shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in the presence of Seller; Purchaser agrees that Seller or its representativerepresentative may attend any such inspection. Such physical inspection inspections shall not unreasonably interfere with the use of the Property Properties by Seller or its tenants or Hotel guests any Tenants nor shall Purchaser’s inspection damage the Property Properties in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry If the transaction contemplated by Purchaser with respect this Agreement shall fail to inspections or tests on the Propertyclose, then Purchaser shall restore each of the Property Properties to a condition which is as near as possible to its original condition as existed prior to any such inspections and/or tests; provided, that, Purchaser shall have no obligation to repair any damage caused by the acts or testsomissions of Seller, its agents or representatives or to remediate, contain, xxxxx or control any pre-existing condition of the Properties which existed prior to Purchaser’s entry thereon. Purchaser and Seller agree that any Phase I environmental testing shall not be considered “invasive” for purposes of the preceding sentence. Seller shall cooperate with Purchaser in its due diligence (including, without limitation, using good faith efforts to arrange any tenant or property manager interview) but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels Tenants without obtaining Seller’s prior written consent, consent and shall use commercially reasonable efforts to not disrupt Seller’s or any tenantthe Tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerProperties. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property Properties by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this AgreementAgreement for one (1) year; provided, that, Purchaser’s indemnity hereunder shall not include any losses, cost, damage or expenses resulting from the acts of Seller, its agents or representatives, or the mere discovery of any pre-existing condition of the Properties which is not exacerbated as a result of such inspection. All inspections shall occur during normal business hours. Prior to Purchaser entering the Properties to conduct the inspections and/or tests described above, Purchaser shall obtain and maintain, at reasonable times agreed Purchaser’s sole cost and expense, and shall deliver to Seller evidence of, the following insurance coverage, and shall cause each of its agents and contractors to obtain and maintain, and, upon request of Seller, shall deliver to Seller evidence of, the following insurance coverage: general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of One Million and No/100 Dollars ($1,000,000.00) combined single limit for personal injury and property damage per occurrence, such policy to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Seller and PurchaserPurchaser or its agents, employees or contractors in connection with such inspections and/or tests. Purchaser may satisfy its insurance obligations under this Section 3.1 through blanket policies of insurance.

Right of Inspection. Prior to execution of this Agreement by Seller During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During such pre-Agreement period Purchaser has had and following ) sixty (60) days after the execution of this Agreement (hereinafter referred to as the "Inspection Period"), Purchaser shall shall, subject to the rights of the Manager under the Management Agreement, guests of the Hotel and the tenants under the Leases, have the continuing right to make a physical inspection of the Real Property and to examine at such place or places at the Property, in the offices of the Operator Hotel or elsewhere as the same may be located, any operating files maintained by or for the benefit of Seller (or Operator otherwise in Seller's control) in connection with the ownership, operationsoperation, current maintenance and and/or management of the PropertyProperty ("Property Information"), including, without limitation, the Ground LeaseLeases (defined below), the Villas Management Agreement, the Rental Agreements, the Management Agreement, any Leases, lease files, the Operating Agreements, the LicensesLabor Agreement and any other collective bargaining or employment agreements, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the PropertyHotel, correspondence, surveys, plans and specifications, warranties for services and materials provided to the PropertyHotel, environmental audits and similar materials, and any other items reasonably requested by Purchaser, but excluding materials not directly related to the operations, current maintenance or and/or management of the Property Hotel such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information. Purchaser shall keep all Property Information strictly confidential, provided that Purchaser may deliver copies of Property Information to its attorneys, accountants and other advisors in connection with the acquisition of the Property and to current and prospective lenders and partners provided that such parties agree to maintain the confidentiality of such Property Information. Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and and, at the election of Seller, in the presence of such persons designated by Seller as Seller's representative and Manager, or its representativetheir respective representatives. Such physical inspection shall not disturb Hotel guests nor unreasonably interfere with the use of the Property by Seller or its tenants Manager, or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such Any physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulationsregulations and shall not be invasive in any respect unless Purchaser obtains Seller's prior written consent, which may be withheld in Seller's sole and absolute discretion; provided that, Seller has generally approved inspections of the Property of the type described on Schedule 3.1 attached hereto subject to Seller's review and approval of specific work plans for any such inspections, which approval shall not unreasonably be withheld or delayed. Following each entry by Purchaser with respect to inspections or and/or tests on the Real Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or and/or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact Manager, any tenants of its employees, or any other employees working at the Hotel, any guests of the Property Property, any party to an Operating Agreement, or any tenants under the Leases without in each instance notifying Xxxx Xxxxxxx of Xxxxxx Xxxxxxx in advance (in writing or verbally, but any verbal notice must be delivered personally directly to Xx. Xxxxxxx rather than left on voicemail or with another person unless Purchaser is unable to reach Xx. Xxxxxxx using reasonable due diligence for a period of three (3) consecutive business days) and Seller shall (a) be copied on all communications with any such parties concurrently with delivery of the applicable communication, and (b) have the right to the Contract Estoppels without obtaining Seller’s prior written consentparticipate in any face-to-face, telephonic or other meeting with any such parties. Purchaser shall not disrupt Seller’s 's or Manager's or any tenant’s 's or guest's activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerReal Property. Purchaser agrees to indemnify against against, defend, protect and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to employees or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding contractors and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify indemnify, defend, protect and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser; provided that, if Seller fails to object or approve a proposed time for inspection within three (3) business days after a request for such inspection time (such request to be made in writing or verbally, but any verbal notice must be delivered personally directly to Xx. Xxxxxxx rather than left on voicemail or with another person unless Purchaser is unable to reach Xx. Xxxxxxx using reasonable due diligence for a period of three (3) consecutive business days), then such request shall be automatically deemed approved. Purchaser agrees (i) that prior to entering the Property to conduct any inspection, Purchaser shall obtain and maintain, or shall cause each of its contractors and agents to maintain (and shall deliver evidence satisfactory to Seller thereof), at no cost or expense to Seller, general liability insurance from an insurer reasonably acceptable to Seller in the amount of Three Million Dollars ($3,000,000) (except for Group 70 International, who shall be required only to have general liability insurance of Two Million Dollars ($2,000,000)) with combined single limit for personal injury or property damage per occurrence, such policies to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal injury or property damage caused by Purchaser or its agents, representatives or consultants in connection with any such tests and investigations, and (ii) to keep the Property free from all liens and encumbrances. Provided Purchaser does not exercise its termination right pursuant to Section 3.3, and this Agreement is still in full force and effect, Purchaser shall continue to have access to the Property following the expiration of the Inspection Period in accordance with the provisions of this Section 3.1, but in no event shall (A) the Inspection Period be extended or (B) Purchaser have any further right to terminate this Agreement after expiration of the Inspection Period pursuant to Section 3.3 or otherwise in connection with its continued diligence activities regarding the Property.

Right of Inspection. Prior to execution During the Due Diligence Period and through the earlier of Closing or the termination of this Agreement by in accordance with the terms hereof, Buyer and its agents, attorneys, advisors and/or consultants shall have the right, upon reasonable prior written notice to Seller (which shall in any event be at least 24 hours in advance and Purchasermay be in the form of an email) and at Buyer’s sole cost, Seller granted risk and expense to Purchaserinspect the Property during business hours on Business Days, and Purchaser exercised, certain rights of provided that any such inspection and investigation shall not unreasonably impede the normal day‑to‑day business operation of the Property, and provided further that Seller shall be entitled to accompany Buyer and its agents on such inspection. During such pre-Agreement period Purchaser has had and following Notwithstanding the execution of this Agreement Purchaser foregoing, Buyer shall not have the continuing right to make a physical interview the tenants or subtenants under Space Leases without the prior written consent of Seller not to be unreasonably withheld, conditioned or delayed or to do any invasive testing of the Property without the prior written consent of Seller in its sole discretion and Seller shall be entitled to accompany Buyer and its agents on any such permitted interviews and testing. Buyer’s right of inspection of the Property shall be subject to the rights of tenants under the Space Leases. Prior to any such inspection, Buyer shall deliver to Seller certificates reasonably satisfactory to Seller evidencing that Buyer’s and/or Buyer’s agents, as applicable, carry and maintain such general liability insurance policies with such companies and in such scope and amounts as are acceptable to examine at such place or places at the PropertySeller in its reasonable discretion, in all cases naming Seller as an additional insured and loss payee thereunder. Buyer hereby indemnifies and agrees to defend and hold Seller and the offices of the Operator or elsewhere Seller-Related Entities (as the same may be locateddefined below) harmless from and against any claim for losses, any operating files maintained by Seller or Operator in connection with the ownershipliabilities, operationsexpenses, current maintenance and management of the Property, costs (including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or management of the Property such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages fees), damage or injuries actually suffered or incurred by any of the Seller-Related Entities arising out of or of, resulting from the relating to or in connection with or from damage to property or injury to persons arising from any such inspection by Buyer or its agents and (ii) any breach of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspectionprovisions of this Section 7.1. Notwithstanding anything to the contrary in The provisions of this Agreement, such obligation to indemnify and hold harmless Seller Article VII shall survive the Closing or any the termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser.010396-1155-11787-13934730

Right of Inspection. Prior to execution of (a) Beginning upon the Effective Date and continuing thereafter so long as this Agreement by Seller remains in full force and Purchasereffect, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownershipleasing, operations, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policiesservice contracts, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits Property and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or maintenance, and/or management of the Property such as, without limitation, as Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)insurance policies, operating budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective proprietary or confidential information, . (b) Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller governed by and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed that certain Access and Indemnity Agreement between Purchaser and Seller dated February 4, 2009 (the “Access Agreement”). The parties hereby affirm that the Access Agreement remains in full force and effect under its terms, and the industry Access Agreement is incorporated herein by this reference. If and in compliance to the extent that the terms of the Access Agreement conflict with all governmental lawsthe terms of this Agreement, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on the Property, terms of this Agreement shall control. (c) Purchaser shall restore the Property to a condition which is as near to indemnify, hold harmless and defend Seller, its original condition as existed prior to general partner and their respective officers, directors, employees and shareholders from and against any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests and all claims, demands, causes of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consentaction, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotelliabilities, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilitieslosses, costs, damages and expenses (including reasonable attorneys’ fees actually incurredand expenses and court costs incurred in defending any such claim or in enforcing this indemnity) damages of whatsoever nature (for purposes of this Section 3.1, individually a “Claim” and collectively, “Claims”) that may be incurred by Seller or injuries any other indemnified party and arising out of or resulting from in connection with the inspection acts or omissions of the Property by Purchaser or and its agents, whether occurring prior representatives, contractors and consultants, or any of them, including but not limited to Claims arising out of or following in connection with personal injury or death of persons, loss, destruction or damage to property, or liens or claims of lien filed against the Effective DateProperty. Notwithstanding the foregoing, but which Purchaser shall not include have no liability for pre-existing conditions discovered by Purchaser during such inspectionany inspection of the Real Property and not aggravated by Purchaser. Notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller This Section 3.1(c) shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser.

Right of Inspection. (a) Prior to the Effective Date, Seller has delivered to Purchaser the information (to the extent in Seller’s possession or control) with respect to the Property listed in Exhibit E attached hereto and made a part hereof and such materials shall be deemed the “Deliveries” for all purposes hereunder. By execution of this Agreement by Seller and PurchaserAgreement, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation acknowledges receipt of the Deliveries for all purposes hereunder. (b) During the period beginning upon the Effective Date and ending at 5:00 p.m. (local time at the Property. During such pre-Agreement period Purchaser has had and following ) on May 21, 2018 (hereinafter referred to as the execution of this Agreement “Inspection Period”), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, or through an electronic data room of Broker (hereinafter defined), any operating files maintained by Seller or Operator their property manager in connection with the ownershipleasing, operations, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the LicensesBrokerage Agreements (hereinafter defined), insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, as Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective proprietary or confidential information, . (c) Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ hours prior written notice to Seller, which notice may be given by electronic mail to (both) MxXxxxxxxx Sxxxxxx at MxXxxxxxxx@xxxxx.xxx and Dxxxx Xxxxx at dxxxx@xxxxx.xxx, and, if Seller and so elects, in the presence of Seller or its their representative. Such physical inspection shall not unreasonably interfere with the use of If Purchaser desires to do any invasive testing, sampling or drilling at the Property by (including, without limitation, any “Phase II” environmental testing), Purchaser shall do so only after notifying Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains and obtaining Seller’s prior written consentconsent thereto, which shall not consent may be unreasonably withheld), granted or withheld in Seller’s sole discretion and may be subject to any terms and conditions imposed by Seller in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulationsits sole discretion. Following each entry by Purchaser with respect to inspections or tests on the Property, Purchaser shall promptly restore any affected part of the Property which is subjected to a any such invasive testing, sampling, or drilling, or otherwise affected by Purchaser’s inspection, to substantially the same condition which is as near to its original condition as existed prior to any such inspections inspections, tests, sampling or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties drilling, at Purchaser’s sole cost and expense, subject to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerExcluded Matters (hereinafter defined). Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) ), actual damages from personal injury or injuries property damage arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior provided however, such indemnity, obligation and liability under this Agreement shall not extend to or following the Effective Date, but which shall not include (1) any pre-existing conditions Property condition or matter merely discovered by Purchaser during such inspection. Notwithstanding anything or (2) any diminution of value of the Property related thereto or any claims that are attributable to the contrary in this Agreementnegligence or willful misconduct of Seller or its agents or employees (collectively, the “Excluded Matters”), such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this AgreementAgreement for a period of one (1) year. Prior to any on-site inspection of the Property by Purchaser or by any agent of Purchaser, Purchaser shall deliver to Seller a certificate of insurance evidencing Purchaser’s insurance coverage naming Seller, Seven Oaks Management, LLC and State Bank and Trust Company as additional insureds, with limits of liability with a broad form contractual liability endorsement and with a combined single limit of not less than $2,000,000 per occurrence for bodily injury and property damage, automobile liability coverage including owned and hired vehicles with a combined single limit of $2,000,000 per occurrence for bodily injury and property damage, and an excess umbrella liability policy for bodily injury and property damage in the amount of $5,000,000, all of which insurance shall be on an “occurrence form” and otherwise in such forms reasonably acceptable to Seller and with an insurance company reasonably acceptable to Seller and (if reasonably available from Purchaser’s insurer) shall provide that no cancellation or reduction thereof shall be effective until at least thirty (30) days after receipt by Seller of written notice thereof. All inspections shall occur at reasonable times agreed upon by Seller and PurchaserPurchaser and shall be conducted so as not to interfere unreasonably with use of the Property by Seller or its tenants. (d) During the Inspection Period and subject to the availability of the Tenants, Purchaser shall have the right to arrange to meet with representatives of the Tenants to discuss the Property; provided that Purchaser provides Seller with at least two (2) business days’ prior written notice of its intention to conduct such interview with such tenants and provided further that Seller shall be permitted to have a representative present at such interview.

Right of Inspection. Prior to execution of this Agreement by Seller Commencing on the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. Eastern Standard Time on the Property. During such pre-Agreement period Purchaser has had and 90th day following the execution of this Agreement Effective Date (the "Inspection Period"), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine all books and records maintained by Seller relating to the Property at such place Seller's office. Within 20 days after the Effective Date, Seller shall deliver to Purchaser copies of any existing (a) environmental site assessments or places at reports, (b) mechanical and engineering reports, (c) soils reports, (d) structural or roofing inspection reports, (e) certificates of occupancy, (f) full and complete copies of all leases, agreements, and communications with tenants, (g) books and records for the Property, (h) plans and specifications pertaining to the Property if and to the extent available, (i) copies of all equipment and other personal property leases for any personal property used in conjunction with the Property and all contracts affecting or relating to the Property, and (j) any notices and other correspondence which have been received from insurance companies or governments with jurisdiction over the Property with regard to updates, repairs, building code violations, and pending government actions with respect to the Property, in the offices of the Operator or elsewhere as the same may be located, any operating files maintained by Seller or Operator in connection with the ownership, operations, current maintenance and management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or management of the Property such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in the presence of Seller 's or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller agent's possession or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controllercontrol. Purchaser agrees to indemnify against and hold Seller harmless of and from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from the Purchaser's inspection of the Property by Purchaser or its agentsProperty, whether occurring prior to or following the Effective Dateand, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive the Closing Date or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon and shall be conducted so as not to unreasonably interfere with the use of the Property by Seller, its employees, or its tenants. Purchaser shall give Seller prior notice of the dates and Purchasertimes of any anticipated inspections so that those may be coordinated with Seller's operation schedule.

Right of Inspection. Prior to execution of this Agreement by Seller During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During such pre-Agreement period Purchaser has had and following ) on the execution of this Agreement Purchaser date which is thirty (35) days thereafter (hereinafter referred to as the "Inspection Period"), Buyer shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the PropertyProperty designated by Seller, in the offices of the Operator or elsewhere as the same may be located, any operating files maintained by Seller or Operator Manager in connection with the ownership, operations, current maintenance and management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the LicensesService Contracts, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or management of the Property such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, Purchaser . Buyer understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants tenant or Hotel guests nor shall Purchaser’s Buyer's inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser Buyer obtains Seller’s 's prior written consent, which shall not to be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser Buyer with respect to inspections or tests on the Property, Purchaser Buyer shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser Buyer in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser Buyer shall not contact any tenants tenant or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s 's prior written consent, consent and shall not disrupt Seller’s 's or any tenant’s 's activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerProperty. Purchaser Buyer agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser Buyer or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and PurchaserBuyer. Seller has delivered to Buyer or made the same available for reviewing, to the extent in Seller’s or Manager’s possession, custody or control, but excluding any and all confidential and proprietary information of Seller and Manager, the following: 1. Copies of the Service Contracts, and agreements for any leased items of personal property. 2. To the extent in Seller's possession, copies of all Licenses.

Right of Inspection. Prior to execution of this Agreement by Seller The inspection period shall begin on the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of terminate thirty (30) days after the PropertyEffective Date (the “Inspection Period”). During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser Inspection Period Buyer shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the PropertyProperty designated by Seller, in the offices of the Operator or elsewhere as the same may be located, any operating files maintained by Seller or Operator Manager in connection with the ownership, operations, current maintenance and management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the LicensesService Contracts, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or management of the Property such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, Purchaser . Buyer understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants tenant or Hotel guests nor shall Purchaser’s Buyer's inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser Buyer obtains Seller’s 's prior written consent, which shall not to be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser Buyer with respect to inspections or tests on the Property, Purchaser Buyer shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser Buyer in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser Buyer shall not contact any tenants tenant or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s 's prior written consent, consent and shall not disrupt Seller’s 's or any tenant’s 's activities on the Property and shall not conduct any interviews with employees at the HotelProperty. Buyer, without obtaining Seller’s prior written consentXxxxxx Xxxxx, other than the following members an individual resident of the Hotel’s executive staff: State of Minnesota (“Khosa”) and Xxxxx Xxxxxxxxx, an individual resident of the General Manager State of Minnesota, jointly and the Controller. Purchaser agrees severally, agree to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser Buyer or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and PurchaserBuyer. Seller has delivered or shall deliver to Buyer or shall make the same available for reviewing, to the extent in Seller’s or Manager’s possession, custody or control, but excluding any and all confidential and proprietary information of Seller and Manager, the following documents (the “Due Diligence Documents”) within five (5) days from the Effective Date: 1. Copies of the Service Contracts, the Lease and agreements for any leased items of personal property. 2. To the extent in Seller's possession, copies of all Licenses.

Right of Inspection. Prior to execution of this Agreement by Seller During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During such pre-Agreement period Purchaser has had and following ) on the execution of this Agreement date that is thirty (30) days after, but not including, the Effective Date (hereinafter referred to as the "Inspection Period"), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operations, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or and/or management of the Property such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, . Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and and, at the option of Seller, in the presence of Seller or its representative. Such physical Purchaser's inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s 's prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or and/or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser.

Right of Inspection. Prior to execution of this Agreement by Seller During the period beginning upon the Effective Date and Purchaser, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of ending at 5:00 p.m. (local time at the Property. During ) on the date which is forty-five (45) days after the Effective Date (such pre-Agreement period Purchaser has had and following is hereinafter referred to as the execution of this Agreement “Inspection Period”), Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator Hotel Manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its manager in connection with the ownershipleasing, operations, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, the Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator)development budgets, appraisals, any information or software proprietary to Operator, Seller’s accounting and income tax records and similar proprietary, elective other proprietary or confidential information. In addition to the foregoing, Seller shall deliver or make available to Purchaser, for Purchaser’s review, to the extent in Seller’s possession or reasonable control, financial and operating statements for the Property, including any (i) off-balance sheet liabilities not appearing in the most recent financial statements (including the notes thereto); (ii) any auditors’ reports, management letters and management responses, and management letters from auditors, or accountants; and (iii) any operating and capital expenditure budget for the Property. Subject to Article X hereof, Seller shall also deliver to Purchaser a list of all employees of the Hotel, including their positions, their salary status and their status as full-or part-time employees. All documents or other records described in this Section 3.1 which Seller is to deliver to Purchaser, or to which Purchaser is otherwise given access, shall be delivered by Seller to Purchaser by online access to an electronic data room (the “Data Room”) or by making them available at the Property no later than five (5) business days following the Effective Date. Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller Seller, which may be given by e-mail, and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which consent may be withheld in Seller’s sole and absolute discretion; provided, however, that if Purchaser obtains a Phase I Environmental Impact Study report that recommends a Phase II Environmental Impact Study, Purchaser shall request Seller’s consent thereto which request shall include a copy of the Phase I report including such recommendation as well as a scope of work for any Phase II testing, Seller’s consent shall not be unreasonably withheld), and conditioned or delayed; provided however, Seller may deny or condition its consent upon such testing not violating the due care plan for the Property or impacting the remedial measures which are in any event place for the Property, including, without limitation, piercing the liner underneath the surface of the Land. All physical inspections shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or and/or tests on the Property, Purchaser shall restore the Property to a condition which is as near as possible to its original condition as existed prior to any such inspections or and/or tests, ordinary wear and tear excepted. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not unreasonably disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerProperty. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement; provided, however, that, Purchaser’s indemnity hereunder shall not include any liabilities, losses, costs, damages or expenses to the extent resulting from the gross negligence or willful misconduct of Seller, or the mere discovery of any pre-existing condition of the Property. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser. Prior to Purchaser entering the Property to conduct the inspections and/or tests described above, Purchaser shall obtain and maintain, at Purchaser’s sole cost and expense, and shall deliver to Seller evidence of, the following insurance coverage, and shall cause each of its agents and contractors to obtain and maintain, and, upon request of Seller, shall deliver to Seller evidence of, the following insurance coverage: general liability insurance, from an insurer reasonably acceptable to Seller, in the amount of One Million and No/100 Dollars ($1,000,000.00) combined single limit for personal injury and property damage per occurrence, such policy to name Seller as an additional insured party, which insurance shall provide coverage against any claim for personal liability or property damage caused by Purchaser or its agents, employees or contractors in connection with such inspections and/or tests.

Right of Inspection. Prior During the period beginning upon the Effective Date and ending at 5:00 p.m. (local time at the Properties) on the date which is twenty-five (25) days thereafter (hereinafter referred to execution of this Agreement by Seller and Purchaseras the “Inspection Period”), Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall have the continuing right to make a physical inspection of the Property Properties and to examine at such place or places at the PropertyProperties designated by Seller, in the offices of the Operator or elsewhere as the same may be located, any operating files maintained by Seller or Operator Manager in connection with the ownership, operations, current maintenance and management of the PropertyProperties, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the PropertyProperties, correspondence, surveys, plans and specifications, warranties for services and materials provided to the PropertyProperties, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or management of the Property Properties such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, . Purchaser understands and agrees that any on-site inspections of the Property Properties shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property Properties by Seller or its tenants or Hotel guests nor shall Purchaser’s 's inspection damage the Property Properties in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s 's prior written consent, which shall not to be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on the PropertyProperties, Purchaser shall restore the Property Properties to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels Properties without obtaining Seller’s 's prior written consent, consent and shall not disrupt Seller’s 's or any tenant’s 's activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the ControllerProperties. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property Properties by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser. Seller has delivered to Purchaser or made the same available for reviewing or printing the following (the “Submission Matters”): 1. Leases and agreements for any leased items of personal property. 2. To the extent in Seller's possession, copies of all Licenses (which hereinafter refers to the Isabelle Licenses, Pueblo Licenses and Madison Licenses in the aggregate) and Approvals (which hereinafter refers to the Isabelle Approvals, Pueblo Approvals and Madison Approvals in the aggregate). 3. The operating and capital expenditure budget for the Properties for the current calendar year.

Right of Inspection. (a) Prior to execution of this Agreement by Seller and Purchaserthe date hereof, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownership, operationsleasing, current maintenance and and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operationsleasing, current maintenance or and/or management of the Property such as, without limitation, Seller’s 's internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operatorbudgets, Seller’s accounting and tax records and similar proprietary, elective or confidential informationinformation (such excluded materials, collectively herein the "Excluded Materials"). Purchaser acknowledges that it has completed its physical and financial due diligence as well as its review of environmental matters ("Property Due Diligence") and waives any right to terminate with respect to such Property Due Diligence matters. Except as otherwise expressly provided herein in Article II (as to matters of title and survey), Purchaser shall have no further rights to terminate this Agreement with respect to such matters. Purchaser shall continue to have access to the Property until closing or the earlier termination of this Agreement, subject to the terms and conditions of this Agreement to examine at such place or places at the Property, in the offices of the property manager or elsewhere as the same may be located, provided that Purchaser understands and agrees that any additional on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ ' prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s 's inspection damage the Property in any respect. If Purchaser's inspection causes any damage to the Property, Purchaser shall promptly repair any and all such damage to the same condition as prior to the damage. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s 's prior written consent, which shall not be unreasonably withheld), and in any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental laws, rules and regulations. Following each entry by Purchaser with respect to inspections or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections or tests. Seller shall cooperate with Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s 's prior written consent, consent and shall not disrupt Seller’s 's or any tenant’s Seller's tenants' activities on the Property Property. All inspections shall occur at reasonable times agreed upon by Seller and shall not conduct Purchaser. Prior to exercising any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: rights and privileges granted to it under this Section 3.1, Purchaser shall (1) obtain, pay for, and maintain at all times during the General Manager term of this Agreement, relative to its activities and the Controlleractivities of others acting for or on the behalf of Purchaser or at Purchaser's direction or request (a) a commercial general liability insurance policy providing coverage (including personal injury liability coverage) with the minimum per occurrence limit of at least $2,000,000.00 and general aggregate limit of $5,000,000.00, (b) an automobile liability insurance policy covering owned, hired and non-owned vehicles, providing coverage of $1,000,000.00 combined single limit for bodily injury and property damage, and (c) excess umbrella liability insurance policy providing coverage insuring losses in excess of the insurance required under (a) and (b) up to a total limit of $5,000,000.00 on an occurrence basis, and (2) provide Seller with a copy of each such policy (with the exception of the excess liability coverage) or a certificate therefor; each such policy shall name Seller as an additional insured thereunder. (b) Following each entry by Purchaser with respect to inspections and/or tests on the Property, Purchaser shall restore the Property to a condition which is as near to its original condition as existed prior to any such inspections and/or tests. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ ' fees actually incurred) damages damages, loss or injuries arising out of or resulting from or in connection with the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding and notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. (c) Purchaser shall have until March 29, 2002 ("Financing Contingency Period") to obtain a mortgage commitment (the "Mortgage Commitment") reasonably acceptable to it (herein, the "Financing Contingency") for a loan secured by the Property. All inspections For purposes of satisfying Purchaser's Financing Contingency, such Mortgage Commitment shall occur be deemed obtained if the mortgage commitment provides for a loan (i) in the original principal amount of at least $48 million (subject to reasonable times agreed upon reserve requirements); (ii) having an interest rate of not more than 7.4% per annum; (iii) having a term of not less than 10 years; (iv) having an amortization period of not less than 30 years; (v) issued by Seller a reputable lender; (vi) which is nonrecourse to the Purchaser, provided that the commitment may contain customary recourse carve outs to Purchaser and Purchaser(vii) may be subject to customary conditions. Purchaser shall use its best effort to obtain the Mortgage Commitment and satisfy the Financing Contingency on or prior to the expiration of the Financing Contingency; provided that Purchaser shall be deemed to have satisfied the Financing Contingency if a Mortgage Commitment meeting the foregoing is issued by the lender (subject only to payment of the commitment fee). Moreover, Purchaser may also waive the Financing Contingency and accept a loan which does not satisfy the Financing Contingency requirements above.

Right of Inspection. Prior to execution of this Agreement by Seller and Purchaser(1) From the Effective Date through the Closing Date, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall have the continuing right to make a physical inspection of the Property and to examine at such place or places at the Property, in the offices of the Operator or elsewhere as the same may be located, any operating files maintained by Seller or Operator in connection with the ownership, operations, current maintenance and management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits and similar materials, but excluding materials not directly related to the operations, current maintenance or management of the Property such as, without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, Purchaser understands and agrees that any on-site inspections of the Property Purchaser and its authorized agents or representatives shall be conducted entitled to enter upon the Land during normal business hours upon at least twenty-four (24) hours’ prior hours advance written notice to Seller and in (which notice shall describe the presence scope of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall due diligence Purchaser intends to conduct during Purchaser’s inspection damage access to the Property in any respect. Such physical inspection Land) and make such reasonable, nondestructive investigations, studies and tests, including, without limitation, surveys and engineering studies, as Purchaser deems necessary or advisable; provided, however, that Purchaser shall not be permitted to conduct physical or invasive in testing (including, without limitation, any respect (unless Purchaser obtains environmental testing other than a Phase I study) without Seller’s prior written consent, which consent shall not be unreasonably withheld), and conditioned or delayed. (2) Purchaser agrees that in conducting any event shall be conducted in accordance with standards customarily employed in the industry and in compliance with all governmental lawsinspections, rules and regulations. Following each entry by Purchaser with respect to inspections investigations or tests of the Property and/or the Documents, Purchaser and its agents and representatives shall (A) not unreasonably interfere with the operation and maintenance of the Property, (B) not injure or otherwise cause bodily harm to Seller, the property manager, or their respective guests, agents, invitees, contractors and employees; (C) maintain comprehensive general liability insurance in terms and amounts reasonably acceptable to Seller covering any accident arising in connection with the presence of Purchaser, its agents and representatives on the Property; (D) promptly pay when due the costs of all tests, Purchaser shall investigations and examinations done with regard to the Property, (E) not permit any liens to attach to the Property or any part thereof by reason of the exercise of Purchaser’s rights hereunder, (F) fully restore the Property to a the condition in which is as near to its original condition as existed prior to the same was found before any such inspections inspection or tests. tests were undertaken, and (G) afford Seller shall cooperate with and its agents and representatives the opportunity to be present during any such inspection, investigation or test. (3) Purchaser in its due diligence but shall not be obligated to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consentwill indemnify, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hoteldefend, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against and hold Seller and its partners, shareholders, officers, directors, agents, employees, property manager, controlling persons and affiliates (individually a “Seller Party” and collectively the “Seller Parties”) harmless from any claim for liabilitiesall losses, costs, expenses (including liens, claims, causes of action, liability, damages and expenses, including, without limitation, reasonable attorneys’ fees actually incurred) damages incurred by any Seller Party as a result of the entry upon or injuries arising out of inspections, tests or resulting from the inspection investigations of the Property conducted by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination on behalf of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaser.

Right of Inspection. Prior to execution of (a) Beginning on the Effective Date and continuing thereafter so long as this Agreement by Seller remains in full force and Purchasereffect, Seller granted to Purchaser, and Purchaser exercised, certain rights of inspection and investigation of the Property. During such pre-Agreement period Purchaser has had and following the execution of this Agreement Purchaser shall have the continuing right to make a physical inspection inspections of the Property and to examine at such place or places at the Property, in the offices of the Operator property manager or elsewhere as the same may be located, any operating files maintained by Seller or Operator its property manager in connection with the ownershipfarming, operationsleasing, current maintenance and maintenance, operation, condition and/or management of the Property, including, without limitation, the Ground Lease, Leases, lease files, Operating Agreements, the Licenses, insurance policies, bills, invoices, receipts and other general records relating to the income and expenses of the Property, correspondence, surveys, plans and specifications, warranties for services and materials provided to the Property, environmental audits Property and similar materials, (the “Inspections”). (b) Purchaser and its agents, representatives, contractors and consultants (collectively the “Purchaser Parties”) shall have the right to enter upon the Property during regular business hours for the purpose of conducting such Inspections as Purchaser may reasonably require; provided that all Inspections will be scheduled in advance with Seller with reasonable prior telephonic notice to Seller. Under no circumstances will Purchaser’s right of entry to the Property be interpreted as delivery of possession of the Property prior to Closing. During any Inspections, Purchaser will not cause any material damage or make any material physical changes to the Property. Any and all Inspections shall be done at Purchaser’s sole cost and expense. Without limiting the generality of the foregoing and subject to the limitations in this Section 3.1, Purchaser shall have the right to cause its engineering consultants to perform environmental and other assessments upon the Property and a property condition and engineering investigation of the Property. Purchaser shall restore, or cause to be restored, the Property to a substantially similar condition as existed immediately prior to any such Inspections. (c) Seller shall deliver to Purchaser the information and documents relating to the Property in possession of or available to Seller, including but excluding materials not directly limited to: title insurance policies, surveys, environmental reports, property assessment reports, copies of all permits, licenses, agreements, feasibility studies, tax statements and paid tax receipts for the immediately preceding calendar year, copies of any agreements with governmental agencies or quasi-governmental agencies, if any, related to the operationsProperty, current maintenance zoning reports, plats, and copies of all presently effective leases, warranties or management service contracts related to the Property as soon as practicably possible following the Execution Date, but in no event later than the date which is five (5) business days following the Execution Date (“Seller’s Deliveries”). (d) Notwithstanding anything to the contrary contained in this Agreement, Purchaser will not perform or allow any of its agents, servants, employees, contractors or representatives to perform a Phase II environmental audit and inspection of the Property such as, or any other form of invasive property testing without limitation, Seller’s internal memoranda, financial projections, budgets (except as prepared for the Property by Operator), appraisals, any information or software proprietary to Operator, Seller’s accounting and tax records and similar proprietary, elective or confidential information, Purchaser understands and agrees that any on-site inspections of the Property shall be conducted upon at least twenty-four (24) hours’ prior written notice to Seller and in the presence of Seller or its representative. Such physical inspection shall not unreasonably interfere with the use of the Property by Seller or its tenants or Hotel guests nor shall Purchaser’s inspection damage the Property in any respect. Such physical inspection shall not be invasive in any respect (unless Purchaser obtains Seller’s prior written consent, which shall will not be unreasonably withheld. (e) Purchaser will pay for all Inspections and other due diligence surveys or reports promptly after receipt of any invoices. Purchaser will not suffer or permit the filing of any liens against the Property. If any liens are filed as a result of Purchaser’s Inspections, Purchaser will promptly cause them to be released or otherwise eliminated from being a lien on the Property at Purchaser’s sole cost. (f) During the Inspection Period, Purchaser and Xxxxxx Xxxxxxxx (“Xxxxxxxx”) shall seek to agree to a lease (the “Xxxxxxxx Lease”), in form and in any event shall be conducted in accordance with standards customarily employed in the industry substance reasonably satisfactory to Xxxxxxxx and in compliance with all governmental lawsPurchaser, rules and regulations. Following each entry by whereby Purchaser with respect to inspections or tests on the Property, Purchaser shall restore leases a portion of the Property to Xxxxxxxx for the purpose of growing crops and grazing cattle. (g) During the Inspection Period, Purchaser and Xxxx Xxxxxx (“X. Xxxxxx”) shall seek to agree to a condition which is as near consulting agreement (the “Consulting Agreement”), in form and substance reasonably satisfactory to its original condition as existed prior Xxxxxx and Purchaser, whereby X. Xxxxxx agrees to any such inspections or tests. Seller shall cooperate with provide certain consulting services to Purchaser in its due diligence but shall not be obligated pertaining to incur any liability or expense in connection therewith. Purchaser shall not contact any tenants or guests of the Property or any parties to the Contract Estoppels without obtaining Seller’s prior written consent, shall not disrupt Seller’s or any tenant’s activities on the Property and shall not conduct any interviews with employees at the Hotel, without obtaining Seller’s prior written consent, other than the following members of the Hotel’s executive staff: the General Manager and the Controller. Purchaser agrees to indemnify against and hold Seller harmless from any claim for liabilities, costs, expenses (including reasonable attorneys’ fees actually incurred) damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents, whether occurring prior to or following the Effective Date, but which shall not include pre-existing conditions discovered by Purchaser during such inspection. Notwithstanding anything to the contrary in this Agreement, such obligation to indemnify and hold harmless Seller shall survive Closing or any termination of this Agreement. All inspections shall occur at reasonable times agreed upon by Seller and Purchaserfarming operation contained thereon.