Common use of General Right of Inspection Clause in Contracts

General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; provided that the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1 attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day‑to‑day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1 attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1 shall survive all Closings hereunder.

General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; provided that the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1 attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day‑to‑day day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1 attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1 shall survive all Closings hereunder.

General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Lawsapplicable laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer Buyers after reasonable prior notice to the Sellers Seller (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) Seller 24 hours prior to such inspection), to inspect each Property during business hours on Business Days and to perform any tests, examinations and studies of the Assets as the Buyer deems necessary or appropriate (whichincluding, for the avoidance of doubtwithout limitation, does not include samplingsuch tests and examinations by Buyer’s agents necessary to complete phase I environmental reports, testing or any other intrusive indoor or outdoor investigation of airproperty condition reports, surface water, groundwater or soilappraisals and zoning reports) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; provided that the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1 attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees designated employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s Sellers’ consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. In addition, after the expiration of the Inspection Period and provided this Agreement has not been terminated by Buyer, Seller shall permit Buyer and its agents, and after consultation with Seller, to arrange for both group meetings and individuals interviews with asset management, property management, leasing and engineering personnel for purposes of interviewing such employees for possible employment following the Closing Date; provided, however, that Buyer shall be under no obligation to offer employment or provide any benefit to personnel of Seller or its affiliates, nor shall Buyer be subject to any liability in connection with Seller’s termination of employment of any such employee. Such inspection or interview shall not unreasonably impede the normal day‑to‑day business operation of such Property, Property and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Seller-Related Entities harmless from all loss, cost (including including, without limitation, reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s 's behalf as aforesaidaforesaid or, (ii) any breach by the Buyer of its obligations under this Section 7.1 attached heretoSection, or (iii) any Liens liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunderthe Closing. The Buyer shall deliver to the Sellers Seller a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 2,000,000.00 in a form reasonably acceptable to the SellersSeller, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the SellersSeller, as an additional insured. The provisions of this Section 7.1 shall survive all Closings hereunderthe Closing.

General Right of Inspection. Subject to Through the Leasesearlier of Closing or the termination of this Agreement in accordance with the terms hereof, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior written notice to the Sellers Seller (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24in any event be at least 24 hours in advance) hours prior to such inspection)and at Buyer’s sole cost, risk and expense, to inspect each the Property during normal business hours on Business Days (whichDays, for the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; provided that the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1 attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for any such inspections or tests. Such inspection shall not unreasonably impede the normal day‑to‑day day-to-day business operation of the Property and, provided, further, that a representative of Seller shall be entitled to accompany Buyer and its agents on such inspection. Notwithstanding the foregoing, Buyer shall not have the right to interview any hotel guests or licensees, or other users or occupants of the Property, without the prior written consent of Seller (which may be granted or denied in Seller’s reasonable discretion), or to do any invasive testing of the Property without the prior written consent of Seller (which may be granted or denied in Seller’s sole and absolute discretion). A representative of Seller shall be entitled to accompany Buyer and its agents on any such permitted interviews and testing, provided, however, that Buyer may consult with its advisors, potential operators and sales people without Seller being present. Buyer’s right of inspection of the Property shall be subject to the rights of hotel guests and licensees and the rights of the Manager under the Management Agreement. Prior to any such inspection, Buyer shall deliver to Seller certificates reasonably satisfactory to Seller evidencing that Buyer’s consultants and agents carry and maintain confidentiality such general liability insurance policies with such companies and in such scope and amounts as are acceptable to the extent set forth Seller in this Agreementits reasonable discretion, in all cases naming Seller as an additional insured and loss payee thereunder. The Buyer hereby indemnifies and agrees to defend and hold the Sellers Seller and Sellers’ Seller-Related Entities (as defined below) harmless from and against all lossLosses arising out of, cost (including reasonable attorneys’ fees)resulting from relating to or in connection with or from any such inspection by Buyer or its agents, except to the extent such claim or damage arising out of (i) was caused solely by Seller or Seller’s agents or is the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1 attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents result of the mere discovery of pre-existing conditions. At Seller’s request, Buyer on will promptly furnish without representation or warranty to Seller copies of any environmental or engineering reports (which did not contain any proprietary information regarding Buyer) received by Buyer relating to any inspections of the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1 shall survive all Closings hereunderthe Closing and/or any termination of this Agreement.

General Right of Inspection. Subject Prior to the Leases, Ground Leases, any restrictions of record and Applicable LawsClosing, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), right to inspect each Property during business hours on Business Days (whichDays, for including the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and right to further examine all applicable records and documents relating to interview the Property; and to further confirm certain title mattersTenants under Space Leases; provided that (a) the Buyer shall not be entitled first give the Sellers reasonable advance written notification of its intention to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical conduct any such inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1 attached hereto to assist the Buyer with such inspections and or interview, (b) the Buyer shall have permit a representative of the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right Sellers to accompany the Buyer or and/or its agents during any such inspections; providedinspection or interview, however, that the Buyer shall be permitted, with the applicable Seller’s consent and (not to be unreasonably withheld, conditioned c) such inspection or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection interview shall not unreasonably impede the normal day‑to‑day day-to-day business operation of such Property. The Buyer’s right of inspection of each Property shall be subject to the rights of Tenants and the terms and provisions of the Space Leases and the Ground Leases. The Sellers authorize and direct DDR to (i) cooperate with the Buyer through the Closing Date or earlier termination of this Agreement, and (ii) to make available or provide to the Buyer shall maintain confidentiality copies of all studies, leases, ground leases, reciprocal easement agreements, contracts, loan documents, surveys, historical operating statements, operating budgets, billing statements and other financial information, environmental and physical condition reports, zoning reports, material landlord/tenant disputes and material litigation in DDR’s possession or control related to the extent set forth Properties, excluding, however, any internal financial analysis or other like confidential information of Sellers. The Buyer may not conduct any intrusive physical testing of the Properties without Sellers’ prior written approval, which approval may be withheld or conditioned in this AgreementSellers’ sole and absolute discretion. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ the Seller-Related Entities Entities, harmless from all losslosses, cost costs (including including, without limitation, reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1 attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage claims and damages arising in connection with or from any such inspection by the Buyer or its agents, representatives, employees, contractors or prospective lenders. The Buyer and the Buyer’s agents shall provide the Sellers with certificates of the Buyer on the Property, and liability insurance naming the Sellers as additional insured and with an insurer and insurance limits and coverage reasonably satisfactory to the Sellers, as an additional insured. The provisions of Buyer’s obligation to restore and indemnify under this Section 7.1 shall survive all Closings hereunderthe termination of this Agreement or the Closing for the Survival Period.

General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the applicable Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; provided that the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1 attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day‑to‑day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1 attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1 shall survive all Closings hereunder.

General Right of Inspection. Subject to Through the Leasesearlier of Closing or the termination of this Agreement in accordance with the terms hereof, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior written notice to the Sellers Seller (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24in any event be at least 24 hours in advance) hours prior to such inspection)and at Buyer’s sole cost, risk and expense, to inspect each the Property during normal business hours on Business Days (whichDays, for the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; provided that the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1 attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for any such inspections or tests. Such inspection shall not unreasonably impede the normal day‑to‑day day to day business operation of the Property and, provided, further, that a representative of Seller shall be entitled to accompany Buyer and its agents on such inspection. In connection therewith, Buyer shall have the right to interview the tenants of the Property, but Buyer shall not have the right to interview any hotel guests or licensees, or other users or occupants of the Property, without the prior written consent of Seller (which may be granted or denied in Seller’s reasonable discretion), or to do any invasive testing of the Property without the prior written consent of Seller (which may be granted or denied in Seller’s sole and absolute discretion). A representative of Seller shall be entitled to accompany Buyer and its agents on any such permitted interviews and testing, provided, however, that Buyer may consult with its advisors, potential operators and sales people without Seller being present. Buyer’s right of inspection of the Property shall be subject to the rights of Tenants, hotel guests and licensees and the rights of the Manager under the Management Agreement. Prior to any such inspections, Buyer shall shall, at its expense, maintain confidentiality or cause Buyer’s inspectors to maintain evidence of insurance naming Seller as an additional insured thereunder, written through an insurance company licensed to do business in the extent set forth state in which the Property is located having a rating of at least “A-” by A.M. Best Company, evidencing current worker’s compensation insurance meeting the legally mandated limits of coverage as well as commercial general liability insurance on an occurrence basis with coverage limits of not less than Two Million Dollars ($2,000,000) combined single limit per occurrence for personal liability (including bodily injury and death) and not less than One Million Dollars ($1,000,000) per occurrence for property damage and with endorsements (copies to be provided to Seller) providing that such coverages are primary and evidencing contractual liability insurance that covers Buyer’s indemnity obligations under this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers Seller and Sellers’ Seller-Related Entities (as defined below) harmless from and against all lossLosses arising out of, cost (including reasonable attorneys’ fees)resulting from relating to or in connection with or from any such inspection by Buyer or its agents, except to the extent such claim or damage arising out was caused solely by Seller or Seller’s agents. At Seller’s request, Buyer will promptly furnish to Seller copies of any environmental or engineering reports (iwhich did not contain any proprietary information regarding Buyer) the entry on the Property received by or Buyer relating to any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1 attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents inspections of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1 shall survive all Closings hereunderthe Closing and/or any termination of this Agreement.

General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Lawsapplicable laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer Buyers after reasonable prior notice to the Sellers Seller (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) Seller 24 hours prior to such inspection), to inspect each Property during business hours on Business Days and to perform any tests, examinations and studies of the Asset as the Buyer deems necessary or appropriate (whichincluding, for the avoidance of doubtwithout limitation, does not include samplingsuch tests and examinations by Buyer’s agents necessary to complete phase I environmental reports, testing or any other intrusive indoor or outdoor investigation of airproperty condition reports, surface water, groundwater or soilappraisals and zoning reports) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; provided that the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1 attached hereto (the “Designated Employees”) to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employeesDesignated Employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”)Properties. The Buyer shall give the applicable Seller or its Designated Employees designated employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s Sellers’ consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. In addition, after the expiration of the Inspection Period and provided this Agreement has not been terminated by Buyer, Seller shall permit Buyer and its agents, and after consultation with Seller, to arrange for both group meetings and individuals interviews with asset management, property management, leasing and engineering personnel for purposes of interviewing such employees for possible employment following the Closing Date; provided, however, that Buyer shall be under no obligation to offer employment or provide any benefit to personnel of Seller or its affiliates, nor shall Buyer be subject to any liability in connection with Seller’s termination of employment of any such employee. Such inspection or interview shall not unreasonably impede the normal day‑to‑day business operation of such Property, Property and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Seller-Related Entities harmless from all loss, cost (including including, without limitation, reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s 's behalf as aforesaidaforesaid or, (ii) any breach by the Buyer of its obligations under this Section 7.1 attached heretoSection, or (iii) any Liens liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The the Closing, Buyer shall deliver to the Sellers Seller a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 2,000,000.00 in a form reasonably acceptable to the SellersSeller, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming Seller, as an additional insured. In the Sellersevent a Phase II environmental inspection is commenced with respect to a property, excess umbrella coverage for bodily injury and property damage in the amount of $3,000,000.00, in a form reasonably acceptable to Seller, covering any activity, accident or damage arising in connection with Buyer or agents of Buyer on the Property, and naming Seller, as an additional insured. The provisions of this Section 7.1 shall survive the Closing. Notwithstanding anything to the contrary contained herein, the Buyer has identified to Seller the eighteen (18) Properties set forth on Schedule 7.1(a) attached hereto (the “Environmental Properties”) with respect to which it is seeking further environmental analysis in connection with such Environmental Properties. In the event after Buyer’s analysis, the Buyer determines the environmental condition of one or more such Environmental Properties is not satisfactory to Buyer (each an “Environmental Notice Property”), then, with respect to each such Environmental Notice Property, Buyer shall inform Seller on or prior to November 11, 2011 of such determination and elect on or prior to November 11, 2011 (which notice or election may be given separately for each such Environmental Notice Property) to (a) exclude from the transaction such Environmental Notice Property or (b) confirm Buyer has waived any condition to raise an objection to such Environmental Notice Property on the basis of this Section 7.1, unless Buyer and Seller mutually agree to extend the Closing Date by up to fifteen (15) days to further review the environmental condition of such Environmental Notice Property. To the extent one or more Environmental Properties are excluded from this transaction pursuant to the immediately preceding sentence, such affected Property shall be removed from the Assets to be sold hereunder, all Closings hereunderreferences to such Property and the Asset-Related Property related thereto in this Agreement shall be deemed deleted and the Gross Asset Value shall be reduced by an amount equal to the Allocated Asset Value for each such affected Property. If the Buyer agrees to extend the Closing Date for an additional 15 days in accordance with this Section 7.1(a), the Buyer shall have the absolute and unilateral right, after such 15 day period, to exclude such Environmental Notice Property from the Closing in the event the results of such analysis indicate an environmental condition, Environmental Claim or Environmental Liability at the applicable Property that would materially and adversely affect the value of such Property. Without limitation of Buyer’s rights under this Agreement, Buyer shall not have a right to elect to remove a Property from this transaction pursuant to this Section 7.1(a) or extend the Closing Date pursuant to this Section 7.1(a) with respect to any Property other than the Environmental Properties. Notwithstanding the above, Buyer's right to exclude any Property pursuant to this Section 7.1, Section 8.5, Section 8.6, Section 9.2 and Section 13.3 shall be subject to Section 13.3(c).

General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Lawsapplicable laws, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer Buyers after reasonable prior notice to the Sellers Seller (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) Seller 24 hours prior to such inspection), to inspect each Property during business hours on Business Days and to perform any tests, examinations and studies of the Assets as the Buyer deems necessary or appropriate (whichincluding, for the avoidance of doubtwithout limitation, does not include samplingsuch tests and examinations by Buyer’s agents necessary to complete phase I environmental reports, testing or any other intrusive indoor or outdoor investigation of airproperty condition reports, surface water, groundwater or soilappraisals and zoning reports) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; provided that the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1 attached hereto to assist the Buyer with such inspections and the Buyer shall 32 have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees designated employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s Sellers’ consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. In addition, after the expiration of the Inspection Period and provided this Agreement has not been terminated by Buyer, Seller shall permit Buyer and its agents, and after consultation with Seller, to arrange for both group meetings and individuals interviews with asset management, property management, leasing and engineering personnel for purposes of interviewing such employees for possible employment following the Closing Date; provided, however, that Buyer shall be under no obligation to offer employment or provide any benefit to personnel of Seller or its affiliates, nor shall Buyer be subject to any liability in connection with Seller’s termination of employment of any such employee. Such inspection or interview shall not unreasonably impede the normal day‑to‑day business operation of such Property, Property and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Seller-Related Entities harmless from all loss, cost (including including, without limitation, reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s 's behalf as aforesaidaforesaid or, (ii) any breach by the Buyer of its obligations under this Section 7.1 attached heretoSection, or (iii) any Liens liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunderthe Closing. The Buyer shall deliver to the Sellers Seller a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 2,000,000.00 in a form reasonably acceptable to the SellersSeller, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the SellersSeller, as an additional insured. The provisions of this Section 7.1 shall survive all Closings hereunderthe Closing.

General Right of Inspection. Subject to the Leases, Ground Leases, any restrictions of record and Applicable Laws, the Buyer and its agents shall have the right, prior to the applicable Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior notice to the Sellers (which such reasonable notice shall include verbal notice given by the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection), to inspect each Property during business hours on Business Days (which, for the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; provided that the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1 attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for such inspections or tests. Such inspection shall not unreasonably impede the normal day‑to‑day day-to-day business operation of such Property, and the Buyer shall maintain confidentiality to the extent set forth in this Agreement. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from all loss, cost (including reasonable attorneys’ fees), claim or damage arising out of (i) the entry on the Property by or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) any breach by the Buyer of its obligations under this Section 7.1 attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1 shall survive all Closings hereunder.

General Right of Inspection. Subject Prior to the Leases, Ground Leases, any restrictions of record and Applicable LawsClosing, the Buyer and its agents shall have the right, prior to the Closing, at reasonable times agreed upon by the Sellers and Buyer after reasonable prior written notice to the Sellers (which such reasonable notice shall include verbal notice given by in any event be at least 24 hours in advance) and at the Buyer to the Sellers not less than twenty-four (24) hours prior to such inspection)Buyer's sole cost, risk and expense, to inspect each Property during normal business hours on Business Days (whichhours, for the avoidance of doubt, does not include sampling, testing or any other intrusive indoor or outdoor investigation of air, surface water, groundwater or soil) and to further examine all applicable records and documents relating to the Property; and to further confirm certain title matters; provided that the Buyer shall not be entitled to perform physical building inspections in respect of the Properties. The Seller has made available to Buyer physical inspection reports and environmental Phase I reports for each Property. The applicable Seller agrees to make available those employees listed on Schedule 7.1 attached hereto to assist the Buyer with such inspections and the Buyer shall have the right to contact and interview such employees, or any other employees the applicable Seller permits the Buyer to contact, with respect to the Properties (collectively, the “Designated Employees”). The Buyer shall give the applicable Seller or its Designated Employees the right to accompany the Buyer or its agents during any such inspections; provided, however, that the Buyer shall be permitted, with the applicable Seller’s consent (not to be unreasonably withheld, conditioned or delayed) to undertake inspections of a Property during business hours on Business Days if the applicable Seller is unable to be present for any such inspections or tests. Such inspection shall not unreasonably impede the normal day‑to‑day business operation of such PropertyProperty and, provided, further, that a representative of the Seller shall be entitled to accompany the Buyer and its agents on such inspection (it being agreed that the Sellers shall use commercially reasonable efforts to make its agents available during the Buyer's preferred times for any such inspection upon prior reasonable notice). Notwithstanding the foregoing, the Buyer shall maintain confidentiality not have the right to interview any tenants, hotel guests or licensees, or other users or occupants of such Property, without the prior written consent of the Sellers (which may be granted or denied in the Sellers' reasonable discretion), or to do any invasive testing of such Property without the prior written consent of the Sellers (which may be granted or denied in the Sellers' sole and absolute discretion). A representative of the Sellers shall be entitled to accompany the Buyer and its agents on any such permitted interviews and testing, provided, however, that the Buyer may consult with its advisors, potential operators and sales people without the Sellers being present. The Buyer's right of inspection of each Property shall be subject to the extent set forth rights of tenants under the Space Leases, hotel guests and licensees, the rights of the Manager under the relevant Management Agreement and the rights of the Franchisor under the relevant Franchise Agreement, as applicable. Prior to any such inspection, the Buyer shall deliver to the Sellers certificates reasonably satisfactory to the Sellers evidencing that the Buyer's consultants and agents carry and maintain such general liability insurance policies with such companies and in this Agreementsuch scope and amounts as are acceptable to the Sellers in their reasonable discretion, in all cases naming the relevant Seller as an additional insured and loss payee thereunder. The Buyer hereby indemnifies and agrees to defend and hold the Sellers and Sellers’ Related Entities harmless from and against all lossLosses arising out of, cost resulting from relating to or in connection with or from any such inspection by the Buyer or its agents, except to the extent (including reasonable attorneys’ fees), i) such claim or damage arising out of (i) was caused solely by the entry on Sellers or the Property by Sellers' agents or any action of, any person or firm entering the Property on the Buyer’s behalf as aforesaid, (ii) the Losses relate to a pre-existing condition at any breach Asset that was merely discovered but not created or exacerbated by the Buyer. At the Sellers' request, the Buyer will promptly furnish to the Sellers copies of any environmental or engineering reports (which did not contain any proprietary information regarding the Buyer) received by the Buyer relating to any inspections of its obligations under this Section 7.1 attached hereto, or (iii) any Liens caused by or on behalf of Buyer, which indemnity shall survive all Closings hereunder. The Buyer shall deliver to the Sellers a certificate of insurance evidencing comprehensive general liability coverage (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000 in a form reasonably acceptable to the Sellers, covering any activity, accident or damage arising in connection with the Buyer or agents of the Buyer on the Property, and naming the Sellers, as an additional insured. The provisions of this Section 7.1 shall survive all Closings hereunderthe Closing and/or any termination of this Agreement. Notwithstanding the foregoing rights to inspect, the Buyer acknowledges that there is no “due diligence period” or “due diligence termination right” in this Agreement and the Buyer does not have the right to terminate this Agreement based on the results of such inspections other than pursuant to an express termination right set forth in this Agreement.