Common use of Guidelines for Inspection Rights Clause in Contracts

Guidelines for Inspection Rights. Investor’s rights to conduct Due Diligence shall be subject to the following further requirements: (a) Due Diligence may only be performed from 8:00 a.m. through 6:00 p.m., Eastern Standard Time, on Business Days and must not interfere beyond a de minimis extent, as reasonably determined by Existing Members, with the operation or management of the Hotel or disturb the rights of guests or Tenants; (b) Investor must provide Existing Members with at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of its intent to perform Due Diligence on the Property and Existing Members shall have the right to have one or more Representatives of Existing Members present and accompanying each individual during any such entry upon the Property by Investor or Investor’s Representatives; (c) Investor shall not communicate with any Hotel vendor or contractor, Hotel guest, or Hotel Employee or any neighboring property or occupant or lessee of neighboring property or their respective representatives without Existing Members’ prior written consent which may be withheld in Existing Members’ sole discretion but which shall not be unreasonably withheld, conditioned or delayed with respect to Prospective Buyer’s requested contact of the Hotel general manager or other executive level Hotel staff (in addition, if Existing Members’ consent is obtained by Investor under clause (c) foregoing, Existing Members shall be entitled to receive at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of the intended contact (which shall include the names of people participating) and to have one or more Representatives present when Investor has any such contact with any such Person); (d) Investor shall, at its sole cost, immediately return the Property to the condition existing prior to any tests and inspections; (e) Due Diligence activities may not affect the appearance of the Hotel in any way; and (f) Investor shall not conduct any invasive sampling, boring, testing, or analysis of soils, surface water, groundwater, building materials or air quality at, in, or under the Property without first having obtained prior written approval of Existing Members, which may be withheld in Existing Members’ sole discretion. Prior to such time as Investor or any of Investor’s Representatives enter the Property for purposes of conducting the Due Diligence as set forth herein, upon Existing Members’ reasonable request, Investor or the applicable Investor’s Representative shall (i) obtain or shall cause the applicable Investor’s Representative to obtain policies of general liability insurance which insure Investor or the applicable Investor’s Representatives with liability insurance limits of not less than $2,000,000 combined single limit for personal injury and property damage and name Company and Existing Members and their affiliates as additional insureds and which are with insurance companies reasonably approved by Existing Members, and (ii) provide or shall cause the applicable Investor’s Representative to provide Existing Members and their affiliates with certificates of insurance evidencing that Investor or any other Investor’s Representative has obtained the aforementioned policies of insurance. Notwithstanding any provision in this Agreement to the contrary, except to the extent necessary in connection with the preparation of a Phase I environmental report with respect to the Hotel or Land, Investor shall not contact any government official or representative regarding Hazardous Materials on, or the environmental condition of, the Property, without Existing Members’ prior written consent thereto which consent shall not be unreasonably withheld, conditioned or delayed. Investor, at its sole cost and expense, shall comply with all applicable laws, rules, regulations and orders with respect to the use of the Hotel or Land for Investor’s Due Diligence, including, without limitation, Environmental Laws.

Guidelines for Inspection Rights. InvestorStrategic’s rights to conduct Due Diligence shall be subject to the terms of that certain Property Access Agreement dated January 3, 2005 (except to the extent it may be inconsistent with this Agreement), entered into by and between the Partnership and Strategic Hotel Capital, Inc. and the following further requirements: (a) Due Diligence may only be performed from 8:00 a.m. through 6:00 p.m., Eastern Standard Time, on Business Days during business hours and must not interfere beyond a de minimis extent, as reasonably determined by Existing Members, with the operation or management of the Hotel or disturb the rights of guests or Tenants; (b) Investor Strategic must provide Existing Members Partnership with at least twenty-four (24) hours’ hours prior written notice (which may be delivered by electronic mail) of its intent to perform Due Diligence on the Property and Existing Members Partnership shall have the right to have one or more Representatives a Representative of Existing Members Partnership present and accompanying each individual during any such entry upon the Real Property by Investor Strategic or Investor’s its Representatives; (c) Investor Strategic shall not communicate with contact any Tenant, Hotel vendor or contractor, Hotel guest, or Hotel Employee or any neighboring property or occupant or lessee of neighboring property or their respective representatives without Existing Members’ Partnership’s prior written consent which may be withheld in Existing Members’ sole discretion but which shall consent, not to be unreasonably withheld, conditioned withheld or delayed with respect to Prospective Buyer’s requested contact of the Hotel general manager or other executive level Hotel staff (in addition, if Existing Members’ consent is obtained by Investor under clause (c) foregoing, Existing Members shall be entitled to receive at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of the intended contact (which shall include the names of people participating) and to have one or more Representatives present when Investor has any such contact with any such Person)delayed; (d) Investor shallPartnership or its designated Representative shall have the right to pre-approve, at its sole costand be present during, any physical testing of the Property; (e) Strategic shall immediately return the Property to the condition existing prior to any tests and inspections; (ef) Due Diligence activities may not affect the appearance of the Hotel in any way; and (fg) Investor shall Strategic may not conduct any invasive sampling, boring, testing, or analysis of soils, surface water, groundwater, building materials water or air quality at, in, or under groundwater at the Property without first having obtained prior written approval of Existing Members, which may be withheld in Existing Members’ sole discretionPartnership. Prior to such time as Investor Strategic or any of Investor’s its Representatives enter the Property for purposes of conducting the Due Diligence as set forth hereinReal Property, upon Existing Members’ reasonable request, Investor or the applicable Investor’s Representative Strategic shall (i) obtain or shall cause the applicable Investor’s Representative to obtain policies of general liability insurance which insure Investor or the applicable Investor’s Representatives with liability insurance limits of not less than $2,000,000 combined single limit for personal injury and property damage and name Company and Existing Members and their affiliates as additional insureds and which are with insurance companies reasonably approved by Existing Members, and (ii) provide or shall cause the applicable Investor’s Representative to provide Existing Members and their affiliates Partnership with certificates of insurance evidencing that Investor or any other Investor’s Representative Strategic has obtained the aforementioned policies of insuranceappropriate Inspection Insurance. Notwithstanding any provision in this Agreement to the contrary, except to the extent necessary in connection with the preparation of a so-called “Phase I I” environmental report with respect to the Hotel Real Property or Landthe issuance of a standard “zoning letter” with respect to the Real Property, Investor Strategic shall not contact any government governmental official or representative regarding Hazardous Materials hazardous materials on, or the environmental condition of, the Real Property, or the status of compliance of the Real Property with zoning, building code or similar Laws, without Existing Members’ Partnership’s prior written consent thereto thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed. InvestorIn addition, if Partnership’s consent is obtained by Strategic, Partnership shall be entitled to receive at its sole cost and expense, shall comply with all applicable laws, rules, regulations and orders with respect to the use least five (5) Business Days’ prior written notice of the Hotel intended contact and to have a Representative present when Strategic has any such contact with any governmental official or Land for Investor’s Due Diligence, including, without limitation, Environmental Lawsrepresentative.

Guidelines for Inspection Rights. InvestorBuyer’s rights to conduct Due Diligence shall be subject to the following further requirements: (a) Due Diligence may only be performed from 8:00 a.m. through 6:00 p.m., Eastern Standard Time, on Business Days and must not unreasonably interfere beyond a de minimis extent, as reasonably determined by Existing Members, with the operation or management of the Hotel Hotels or unreasonably disturb the rights of guests or Tenants; (b) Investor Buyer must provide Existing Members Seller with at least twenty-four (24) hours’ hours prior written notice (which may be delivered by electronic mail) of its intent to perform Due Diligence on the Property and Existing Members Seller shall have the right to have one or more Representatives a representative of Existing Members Seller present and accompanying each individual during any such entry upon the Property by Investor Buyer or InvestorBuyer’s Representatives; (c) Investor Buyer shall not communicate with contact any Tenant, Hotel vendor or contractor, Hotel guest, or Hotel Employee or any neighboring property or occupant or lessee of neighboring property or their respective representatives employee without Existing Members’ Seller’s prior written consent, which consent which may be withheld in Existing Members’ sole discretion but which shall not be unreasonably withheld, conditioned withheld or delayed with respect to Prospective Buyer’s requested contact of the Hotel general manager or other executive level Hotel staff (in addition, if Existing Members’ consent is obtained by Investor under clause (c) foregoing, Existing Members shall be entitled to receive at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of the intended contact (which shall include the names of people participating) and to have one or more Representatives present when Investor has any such contact with any such Person)delayed; (d) Investor shallSeller or its designated representative shall have the right to pre-approve (which approval shall not be unreasonably withheld or delayed), at its sole costand be present during, any physical testing of the Property; (e) Buyer shall immediately return the Property to the condition existing prior to any tests and inspections; (ef) Due Diligence activities may not unreasonably affect the appearance of the Hotel Hotels in any way; and (fg) Investor shall Buyer may not conduct any invasive sampling, boring, testing, or analysis of soils, surface water, groundwater, building materials water or air quality at, in, or under groundwater at the Property without first having obtained prior written approval of Existing MembersSeller, which may approval shall not be unreasonably withheld in Existing Members’ sole discretionor delayed. Prior to such time as Investor Buyer or any of InvestorBuyer’s Representatives enter the Property for purposes of conducting the Due Diligence as set forth hereinProperty, upon Existing Members’ reasonable request, Investor or the applicable Investor’s Representative Buyer shall (i) obtain or shall cause the applicable Investor’s Representative to obtain policies of general liability insurance which insure Investor or the applicable InvestorBuyer and Buyer’s Representatives with liability insurance limits of not less than $2,000,000 1,000,000 combined single limit for personal injury and property damage and name Company and Existing Members and their affiliates Seller as an additional insureds insured and which are with such insurance companies companies, provide such additional coverages with appropriate limits as Seller shall reasonably approved by Existing Membersrequire, and (ii) provide or shall cause the applicable Investor’s Representative to provide Existing Members and their affiliates Seller with certificates of insurance evidencing that Investor or any other Investor’s Representative Buyer has obtained the aforementioned policies of insurance. Notwithstanding any provision in this Agreement to the contrary, except to the extent necessary in connection with the preparation of a so-called “Phase I I” environmental report with respect to the Hotel Property or Landthe issuance of a standard “zoning letter” with respect to the Property, Investor Buyer shall not contact any government governmental official or representative regarding Hazardous Materials hazardous materials on, or the environmental condition of, the Property, or the status of compliance of the Property with zoning, building code or similar Laws, without Existing Members’ Seller’s prior written consent thereto thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Investor, at its sole cost and expense, shall comply with all applicable laws, rules, regulations and orders with respect to the use of the Hotel or Land for Investor’s Due Diligence, including, without limitation, Environmental Laws.

Guidelines for Inspection Rights. InvestorBuyer’s rights to conduct Due Diligence shall be subject to the following further requirements: (a) Due Diligence may only be performed preformed from 8:00 a.m. through 6:00 p.m., Eastern Standard Time, on Business Days p.m. and must not interfere beyond a de minimis extent, as reasonably determined by Existing Members, with the operation or management of the Hotel or disturb the rights of guests or Tenants; (b) Investor Buyer must provide Existing Members Seller with at least twenty-four (24) hours’ hours prior written notice (which may be delivered by electronic mail) of its intent to perform Due Diligence on the Property and Existing Members Seller shall have the right to have one or more Representatives a representative of Existing Members Seller present and accompanying each individual during any such entry upon the Property by Investor Buyer or InvestorBuyer’s Representatives; (c) Investor Buyer shall not communicate with contact any Tenant, Hotel vendor or contractor, Hotel guest, or Hotel Employee or any neighboring property or occupant or lessee of neighboring property or their respective representatives without Existing Members’ Seller’s prior written consent which may be withheld in Existing Members’ sole discretion but consent, which shall not be unreasonably withheld, conditioned conditional or delayed with respect to Prospective Buyer’s requested contact of the Hotel general manager or other executive level Hotel staff (in addition, if Existing Members’ consent is obtained by Investor under clause (c) foregoing, Existing Members shall be entitled to receive at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of the intended contact (which shall include the names of people participating) and to have one or more Representatives present when Investor has any such contact with any such Person)delayed; (d) Investor shallSeller or its designated representative shall have the right to pre-approve, at its sole costand be present during, any physical testing of the Property; (e) Buyer shall immediately return the Property to the condition existing prior to any tests and inspectionsinspections in all material respects; (ef) Due Diligence activities may not materially adversely affect the appearance of the Hotel in any way; and (fg) Investor shall Buyer may not perform any activity which bores, penetrates or damages the Property and may not conduct any invasive sampling, boring, testing, or analysis of soils, surface water, groundwater, building materials water or air quality at, in, or under groundwater at the Property without first having obtained prior written approval of Existing MembersSeller, which may not be withheld in Existing Members’ sole discretionunreasonably withheld, conditioned or delayed. Prior to such time as Investor Buyer or any of InvestorBuyer’s Representatives enter the Property for purposes any purpose other than traditional business meetings or observational “walk throughs” of conducting the Due Diligence as set forth hereinpublic areas and rooms not involving testing or inspection, upon Existing Members’ reasonable request, Investor or the applicable Investor’s Representative Buyer shall (i) obtain or shall cause the applicable Investor’s Representative to obtain policies of general liability insurance which insure Investor or the applicable InvestorBuyer and Buyer’s Representatives with liability insurance limits of not less than $2,000,000 1,000,000 combined single limit for personal injury and property damage and name Company Seller, and Existing Members and their affiliates its affiliates, as additional insureds and which are with such insurance companies companies, provide such coverages and carry such other limits as Seller shall reasonably approved by Existing Membersrequire, and (ii) provide or shall cause the applicable Investor’s Representative to provide Existing Members and their affiliates Seller with certificates of insurance evidencing that Investor or any other Investor’s Representative Buyer has obtained the aforementioned policies of insurance. Notwithstanding any provision in this Agreement to the contrary, except to the extent necessary in connection with the preparation of a so-called “Phase I I” environmental report with respect to the Hotel Property or Landthe issuance of a standard “zoning and building code compliance letter”, Investor to the extent available, with respect to the Property, Buyer shall not contact any government governmental official or representative regarding Hazardous Materials hazardous materials on, or the environmental condition of, the Property, or the status of compliance of the Property with zoning, building code or similar Laws, without Existing Members’ Seller’s prior written consent thereto thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed. InvestorIn addition, if Seller’s consent is obtained by Buyer, Seller shall be entitled to receive at its sole cost and expense, shall comply with all applicable laws, rules, regulations and orders with respect to the use least two (2) Business Days prior written notice of the Hotel intended contact and to have a representative present when Buyer has any such contact with any governmental official or Land for Investor’s Due Diligencerepresentative. Purchase Agreement Property: IC Buckhead, including, without limitation, Environmental Laws.Atlanta GA

Guidelines for Inspection Rights. InvestorBuyer’s rights to conduct Due Diligence shall be subject to the following further requirements: (a) Due Diligence may only be performed from 8:00 a.m. through 6:00 p.m., Eastern Standard Time, on Business Days during business hours and must not interfere beyond a de minimis extent, as reasonably determined by Existing Members, with the operation or management of the Hotel or disturb the rights of Hotel guests or Tenants; (b) Investor Buyer must provide Existing Members Seller with at least twenty-four (24) hours’ hours prior written notice (which may be delivered by electronic mail) of its intent to perform Due Diligence on the Property and Existing Members Seller shall have the right to have one or more Representatives a representative of Existing Members Seller present and accompanying each individual during any such entry upon the Property by Investor Buyer or InvestorBuyer’s Representatives; (c) Investor Buyer shall not communicate with contact any Tenant, Hotel vendor or contractor, Hotel guest, guest or Hotel Employee or any neighboring property or occupant or lessee of neighboring property or their respective representatives without Existing Members’ Seller’s prior written consent which may be withheld in Existing Members’ sole discretion but which shall not be unreasonably withheld, conditioned or delayed with respect to Prospective Buyer’s requested contact of the Hotel general manager or other executive level Hotel staff (in addition, if Existing Members’ consent is obtained by Investor under clause (c) foregoing, Existing Members shall be entitled to receive at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of the intended contact (which shall include the names of people participating) and to have one or more Representatives present when Investor has any such contact with any such Person)consent; (d) Investor shallSeller or its designated representative shall have the right to be present during, at its sole cost, any physical testing of the Property; (e) Buyer shall immediately return the Property to the condition existing prior to any tests and inspections; (ef) Due Diligence activities may not affect the appearance of the Hotel Hotels in any way; and (fg) Investor shall Buyer may not conduct any invasive sampling, boring, testing, or analysis of soils, surface water, groundwater, building materials water or air quality at, in, or under groundwater at the Property without first having obtained prior written approval of Existing MembersSeller, which may be withheld or granted in Existing Members’ Seller’s sole discretion. Prior to such time as Investor Buyer or any of InvestorBuyer’s Representatives enter the Property for purposes of conducting the Due Diligence as set forth hereinProperty, upon Existing Members’ reasonable request, Investor or the applicable Investor’s Representative Buyer shall (i) obtain or shall cause the applicable Investor’s Representative to obtain policies of general liability insurance which insure Investor or the applicable InvestorBuyer and Buyer’s Representatives with liability insurance limits of not less than $2,000,000 1,000,000 combined single limit for personal injury and property damage limit, $2,000,000 in the aggregate and name Company and Existing Members and their affiliates Seller as additional insureds and which are with insurance companies reasonably approved by Existing Membersinsureds, and (ii) provide or shall cause the applicable Investor’s Representative to provide Existing Members and their affiliates Seller with certificates of insurance evidencing that Investor or any other Investor’s Representative Buyer has obtained the aforementioned policies of insurance. Notwithstanding any provision in this Agreement to the contrary, except to the extent necessary in connection with the preparation of a so-called “Phase I I” environmental report with respect to any portion of the Hotel Property and the performance of customary title searches, violations searches and zoning investigations, including but not limited to the commissioning of a zoning letter or Landreport in connection with any portion of the Property, Investor Buyer shall not contact any government governmental official or representative regarding Hazardous Materials hazardous materials on, or the environmental condition of, the Property, or the status of compliance of the Property with zoning, building code or similar Laws, without Existing Members’ Seller’s prior written consent thereto thereto, which consent shall not be unreasonably withheld, conditioned or delayed. InvestorIn addition, if Seller’s consent is obtained by Buyer, Seller shall be entitled to receive at its sole cost and expense, shall comply with all applicable laws, rules, regulations and orders with respect to the use least two (2) days prior written notice of the Hotel intended contact and to have a representative present when Buyer has any such contact with any governmental official or Land for Investor’s Due Diligence, including, without limitation, Environmental Lawsrepresentative.

Guidelines for Inspection Rights. Investor’s Buyer's rights to conduct Due Diligence shall be subject to the following further requirements: (a) Due Diligence may only be performed from 8:00 a.m. through 6:00 p.m., Eastern Standard Time, on Business Days and must not unreasonably interfere beyond a de minimis extent, as reasonably determined by Existing Members, with the operation or management of the Hotel Hotels or unreasonably disturb the rights of guests or Tenants; (b) Investor Buyer must provide Existing Members Seller with at least twenty-four (24) hours’ hours prior written notice (which may be delivered by electronic mail) of its intent to perform Due Diligence on the Property and Existing Members Seller shall have the right to have one or more Representatives a representative of Existing Members Seller present and accompanying each individual during any such entry upon the Property by Investor Buyer or Investor’s Buyer's Representatives; (c) Investor Buyer shall not communicate with contact any Tenant, Hotel vendor or contractor, Hotel guest, or Hotel Employee or any neighboring property or occupant or lessee of neighboring property or their respective representatives without Existing Members’ Seller's prior written consent, which consent which may be withheld in Existing Members’ sole discretion but which shall not be unreasonably withheld, conditioned withheld or delayed with respect to Prospective Buyer’s requested contact of the Hotel general manager or other executive level Hotel staff (in addition, if Existing Members’ consent is obtained by Investor under clause (c) foregoing, Existing Members shall be entitled to receive at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of the intended contact (which shall include the names of people participating) and to have one or more Representatives present when Investor has any such contact with any such Person)delayed; (d) Investor shallSeller or its designated representative shall have the right to pre-approve (which approval shall not be unreasonably withheld or delayed), at its sole costand be present during, any physical testing of the Property; (e) Buyer shall immediately return the Property to the condition existing prior to any tests and inspections; (ef) Due Diligence activities may not unreasonably affect the appearance of the Hotel Hotels in any way; and (fg) Investor shall Buyer may not conduct any invasive sampling, boring, testing, or analysis of soils, surface water, groundwater, building materials water or air quality at, in, or under groundwater at the Property without first having obtained prior written approval of Existing MembersSeller, which may approval shall not be unreasonably withheld in Existing Members’ sole discretionor delayed. Prior to such time as Investor Buyer or any of Investor’s Buyer's Representatives enter the Property for purposes of conducting the Due Diligence as set forth hereinProperty, upon Existing Members’ reasonable request, Investor or the applicable Investor’s Representative Buyer shall (i) obtain or shall cause the applicable Investor’s Representative to obtain policies of general liability insurance which insure Investor or the applicable Investor’s Buyer and Buyer's Representatives with liability insurance limits of not less than $2,000,000 1,000,000 combined single limit for personal injury and property damage and name Company and Existing Members and their affiliates Seller as additional insureds and which are with such insurance companies companies, provide such coverages and carry such other limits as Seller shall reasonably approved by Existing Membersrequire, and (ii) provide or shall cause the applicable Investor’s Representative to provide Existing Members and their affiliates Seller with certificates of insurance evidencing that Investor or any other Investor’s Representative Buyer has obtained the aforementioned policies of insurance. Notwithstanding any provision in this Agreement to the contrary, except to the extent necessary in connection with the preparation of a so-called "Phase I I" environmental report with respect to the Hotel Property or Landthe issuance of a standard "zoning letter" with respect to the Property, Investor Buyer shall not contact any government governmental official or representative regarding Hazardous Materials hazardous materials on, or the environmental condition of, the Property, or the status of compliance of the Property with zoning, building code or similar Laws, without Existing Members’ Seller's prior written consent thereto thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Investor, at its sole cost and expense, shall comply with all applicable laws, rules, regulations and orders with respect to the use of the Hotel or Land for Investor’s Due Diligence, including, without limitation, Environmental Laws.

Guidelines for Inspection Rights. Investor’s Buyer's rights to conduct Due Diligence shall be subject to the following further requirements: (a) Due Diligence may only be performed from 8:00 a.m. through 6:00 p.m., Eastern Standard Time, on Business Days and must not unreasonably interfere beyond a de minimis extent, as reasonably determined by Existing Members, with the operation or management of the Hotel or unreasonably disturb the rights of guests or Tenants; (b) Investor Buyer must provide Existing Members Seller with at least twenty-four (24) hours’ hours prior written notice (which may be delivered by electronic mail) of its intent to perform Due Diligence on the Property and Existing Members Seller shall have the right to have one or more Representatives a representative of Existing Members Seller and/or the Company present and accompanying each individual during any such entry upon the Property by Investor Buyer or Investor’s Buyer's Representatives; (c) Investor Buyer shall not communicate with contact any Tenant, Hotel vendor or contractor, Hotel guest, or Hotel Employee or any neighboring property or occupant or lessee of neighboring property or their respective representatives employee without Existing Members’ Seller's prior written consent, which consent which may be withheld in Existing Members’ sole discretion but which shall not be unreasonably withheld, conditioned withheld or delayed with respect to Prospective Buyer’s requested contact of the Hotel general manager or other executive level Hotel staff (in addition, if Existing Members’ consent is obtained by Investor under clause (c) foregoing, Existing Members shall be entitled to receive at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of the intended contact (which shall include the names of people participating) and to have one or more Representatives present when Investor has any such contact with any such Person)delayed; (d) Investor shallSeller or its designated representative shall have the right to pre-approve (which approval shall not be unreasonably withheld or delayed), at its sole costand be present during, any physical testing of the Property; (e) Buyer shall immediately return the Property to the condition existing prior to any tests and inspections; (ef) Due Diligence activities may not unreasonably affect the appearance of the Hotel in any way; and (fg) Investor shall Buyer may not conduct any invasive sampling, boring, testing, or analysis of soils, surface water, groundwater, building materials water or air quality at, in, or under groundwater at the Property without first having obtained prior written approval of Existing MembersSeller, which may approval shall not be unreasonably withheld in Existing Members’ sole discretionor delayed. Prior to such time as Investor Buyer or any of Investor’s Buyer's Representatives enter the Property for purposes of conducting the Due Diligence as set forth hereinProperty, upon Existing Members’ reasonable request, Investor or the applicable Investor’s Representative Buyer shall (i) obtain or shall cause the applicable Investor’s Representative to obtain policies of general liability insurance which insure Investor or the applicable Investor’s Buyer and Buyer's Representatives with liability insurance limits of not less than $2,000,000 1,000,000 combined single limit for personal injury and property damage and name the Company as an additional insured and Existing Members and their affiliates provide such additional coverages with appropriate limits as additional insureds and which are with insurance companies Seller and/or the Company shall reasonably approved by Existing Membersrequire, and (ii) provide or shall cause the applicable Investor’s Representative to provide Existing Members and their affiliates Company with certificates of insurance evidencing that Investor or any other Investor’s Representative Buyer has obtained the aforementioned policies of insurance. Notwithstanding any provision in this Agreement to the contrary, except to the extent necessary in connection with the preparation of (i) a so-called "Phase I I" environmental report with respect to the Hotel Property or Land(ii) a zoning report with respect to the Property, Investor Buyer shall not contact any government governmental official or representative regarding Hazardous Materials hazardous materials on, or the environmental condition of, the Property, or the status of compliance of the Property with zoning, building code or similar Laws, without Existing Members’ Seller's prior written consent thereto thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Investor, at its sole cost and expense, shall comply with all applicable laws, rules, regulations and orders with respect to the use of the Hotel or Land for Investor’s Due Diligence, including, without limitation, Environmental Laws.

Guidelines for Inspection Rights. Investor’s Buyer's rights to conduct Due Diligence shall be subject to the following further requirements: (a) Due Diligence may only be performed from 8:00 a.m. through 6:00 p.m., Eastern Standard Time, on Business Days and must not unreasonably interfere beyond a de minimis extent, as reasonably determined by Existing Members, with the operation or management of the Hotel Hotels or unreasonably disturb the rights of guests or Tenants; (b) Investor Buyer must provide Existing Members Seller with at least twenty-four (24) hours’ hours prior written notice (which may be delivered by electronic mail) of its intent to perform Due Diligence on the Property and Existing Members Seller shall have the right to have one or more Representatives a representative of Existing Members Seller present and accompanying each individual during any such entry upon the Property by Investor Buyer or Investor’s Buyer's Representatives; (c) Investor Buyer shall not communicate with contact any Tenant, Hotel vendor or contractor, Hotel guest, or Hotel Employee or any neighboring property or occupant or lessee of neighboring property or their respective representatives employee without Existing Members’ Seller's prior written consent, which consent which may be withheld in Existing Members’ sole discretion but which shall not be unreasonably withheld, conditioned withheld or delayed with respect to Prospective Buyer’s requested contact of the Hotel general manager or other executive level Hotel staff (in addition, if Existing Members’ consent is obtained by Investor under clause (c) foregoing, Existing Members shall be entitled to receive at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of the intended contact (which shall include the names of people participating) and to have one or more Representatives present when Investor has any such contact with any such Person)delayed; (d) Investor shallSeller or its designated representative shall have the right to pre-approve (which approval shall not be unreasonably withheld or delayed), at its sole costand be present during, any physical testing of the Property; (e) Buyer shall immediately return the Property to the condition existing prior to any tests and inspections; (ef) Due Diligence activities may not unreasonably affect the appearance of the Hotel Hotels in any way; and (fg) Investor shall Buyer may not conduct any invasive sampling, boring, testing, or analysis of soils, surface water, groundwater, building materials water or air quality at, in, or under groundwater at the Property without first having obtained prior written approval of Existing MembersSeller, which may approval shall not be unreasonably withheld in Existing Members’ sole discretionor delayed. Prior to such time as Investor Buyer or any of Investor’s Buyer's Representatives enter the Property for purposes of conducting the Due Diligence as set forth hereinProperty, upon Existing Members’ reasonable request, Investor or the applicable Investor’s Representative Buyer shall (i) obtain or shall cause the applicable Investor’s Representative to obtain policies of general liability insurance which insure Investor or the applicable Investor’s Buyer and Buyer's Representatives with liability insurance limits of not less than $2,000,000 1,000,000 combined single limit for personal injury and property damage and name Company and Existing Members and their affiliates Seller as an additional insureds insured and which are with such insurance companies companies, provide such additional coverages with appropriate limits as Seller shall reasonably approved by Existing Membersrequire, and (ii) provide or shall cause the applicable Investor’s Representative to provide Existing Members and their affiliates Seller with certificates of insurance evidencing that Investor or any other Investor’s Representative Buyer has obtained the aforementioned policies of insurance. Notwithstanding any provision in this Agreement to the contrary, except to the extent necessary in connection with the preparation of a so-called "Phase I I" environmental report with respect to the Hotel Property or Landthe issuance of a standard "zoning letter" with respect to the Property, Investor Buyer shall not contact any government governmental official or representative regarding Hazardous Materials hazardous materials on, or the environmental condition of, the Property, or the status of compliance of the Property with zoning, building code or similar Laws, without Existing Members’ Seller's prior written consent thereto thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Investor, at its sole cost and expense, shall comply with all applicable laws, rules, regulations and orders with respect to the use of the Hotel or Land for Investor’s Due Diligence, including, without limitation, Environmental Laws.

Guidelines for Inspection Rights. InvestorBuyer’s rights to conduct Due Diligence shall be subject to the following further requirements: (a) Due Diligence may only be performed from 8:00 a.m. through 6:00 p.m., Eastern Standard Time, on Business Days and must not unreasonably interfere beyond a de minimis extent, as reasonably determined by Existing Members, with the operation or management of the Hotel or unreasonably disturb the rights of guests or Tenants; (b) Investor Buyer must provide Existing Members Seller with at least twenty-four (24) hours’ hours prior written notice (which may be delivered by electronic mail) of its intent to perform Due Diligence on the Property and Existing Members Seller shall have the right to have one or more Representatives a representative of Existing Members Seller and/or the Company present and accompanying each individual during any such entry upon the Property by Investor Buyer or InvestorBuyer’s Representatives; (c) Investor Buyer shall not communicate with contact any Tenant, Hotel vendor or contractor, Hotel guest, or Hotel Employee or any neighboring property or occupant or lessee of neighboring property or their respective representatives employee without Existing Members’ Seller’s prior written consent, which consent which may be withheld in Existing Members’ sole discretion but which shall not be unreasonably withheld, conditioned withheld or delayed with respect to Prospective Buyer’s requested contact of the Hotel general manager or other executive level Hotel staff (in addition, if Existing Members’ consent is obtained by Investor under clause (c) foregoing, Existing Members shall be entitled to receive at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of the intended contact (which shall include the names of people participating) and to have one or more Representatives present when Investor has any such contact with any such Person)delayed; (d) Investor shallSeller or its designated representative shall have the right to pre-approve (which approval shall not be unreasonably withheld or delayed), at its sole costand be present during, any physical testing of the Property; (e) Buyer shall immediately return the Property to the condition existing prior to any tests and inspections; (ef) Due Diligence activities may not unreasonably affect the appearance of the Hotel in any way; and (fg) Investor shall Buyer may not conduct any invasive sampling, boring, testing, or analysis of soils, surface water, groundwater, building materials water or air quality at, in, or under groundwater at the Property without first having obtained prior written approval of Existing MembersSeller, which may approval shall not be unreasonably withheld in Existing Members’ sole discretionor delayed. Prior to such time as Investor Buyer or any of InvestorBuyer’s Representatives enter the Property for purposes of conducting the Due Diligence as set forth hereinProperty, upon Existing Members’ reasonable request, Investor or the applicable Investor’s Representative Buyer shall (i) obtain or shall cause the applicable Investor’s Representative to obtain policies of general liability insurance which insure Investor or the applicable InvestorBuyer and Buyer’s Representatives with liability insurance limits of not less than $2,000,000 1,000,000 combined single limit for personal injury and property damage and name the Company as an additional insured and Existing Members and their affiliates provide such additional coverages with appropriate limits as additional insureds and which are with insurance companies Seller and/or the Company shall reasonably approved by Existing Membersrequire, and (ii) provide or shall cause the applicable Investor’s Representative to provide Existing Members and their affiliates Company with certificates of insurance evidencing that Investor or any other Investor’s Representative Buyer has obtained the aforementioned policies of insurance. Notwithstanding any provision in this Agreement to the contrary, except to the extent necessary in connection with the preparation of (i) a so-called “Phase I I” environmental report with respect to the Hotel Property or Land(ii) a zoning report with respect to the Property, Investor Buyer shall not contact any government governmental official or representative regarding Hazardous Materials hazardous materials on, or the environmental condition of, the Property, or the status of compliance of the Property with zoning, building code or similar Laws, without Existing Members’ Seller’s prior written consent thereto thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Investor, at its sole cost and expense, shall comply with all applicable laws, rules, regulations and orders with respect to the use of the Hotel or Land for Investor’s Due Diligence, including, without limitation, Environmental Laws.

Guidelines for Inspection Rights. InvestorBuyer’s rights to conduct Due Diligence shall be subject to the following further requirements: (a) Due Diligence shall be conducted so as to minimize interference with the use, occupancy and operation of the Property, and must not interfere with the rights of tenants; (b) Due Diligence may only be performed from 8:00 a.m. through 6:00 p.m., Eastern Standard Time, on Business Days during normal business hours and must not interfere beyond a de minimis extent, as reasonably determined by Existing Members, with the operation or management of the Hotel or disturb the rights of guests or Tenants; (b) Investor Buyer must provide Existing Members Seller with at least twenty-four (24) hours’ hours prior written notice (which may be delivered by electronic mail) of its intent to perform Due Diligence on the Property and Existing Members Property; (c) Seller shall have the right to have one or more Representatives a representative of Existing Members Seller present and accompanying each individual during any such entry upon the Property by Investor or Investor’s Representatives; (c) Investor shall not communicate with any Hotel vendor or contractor, Hotel guest, or Hotel Employee Buyer or any neighboring property or occupant or lessee of neighboring property or their respective representatives without Existing Members’ prior written consent which may be withheld in Existing Members’ sole discretion but which shall not be unreasonably withheld, conditioned or delayed with respect to Prospective Buyer’s requested contact of the Hotel general manager or other executive level Hotel staff (in addition, if Existing Members’ consent is obtained by Investor under clause (c) foregoing, Existing Members shall be entitled to receive at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of the intended contact (which shall include the names of people participating) and to have one or more Representatives present when Investor has any such contact with any such Person)Representative; (d) Investor shallBuyer shall not contact any tenant or Service Contract party without Seller’s prior written consent, at its sole cost, immediately return the Property and any such contacts shall be subject to the condition existing prior to any tests and inspectionssuch reasonable conditions as Seller may impose; (e) Due Diligence activities Seller or its designated representative shall have the right to pre-approve, and be present during, any physical inspections or testing of the Property (which may not affect the appearance of the Hotel in any way; and (f) Investor shall not conduct include any invasive sampling, boring, testing, or analysis of soils, surface water, groundwater, building materials water or air quality at, in, or under groundwater at the Property without first having obtained Seller’s prior written approval of Existing Membersconsent, which and any such consent shall be subject to such reasonable conditions as Seller may be withheld in Existing Members’ sole discretionimpose); and (f) Buyer shall not cause or permit damage or injury to the Property, and Buyer shall immediately repair any such damage or injury and return the Property to the condition existing prior to any tests or inspections. Prior to such time as Investor Buyer or any of InvestorBuyer’s Representatives enter the Property for purposes of conducting the Due Diligence as set forth hereinProperty, upon Existing Members’ reasonable request, Investor or the applicable Investor’s Representative Buyer shall (i) obtain have or shall cause the applicable Investor’s Representative to obtain policies of commercial general liability insurance which (written on an occurrence, not claims made, basis) that insure Investor or the applicable InvestorBuyer and Buyer’s Representatives with liability insurance limits of not less than $2,000,000 combined single limit for personal injury and property damage and name Company Seller and Existing Members and their affiliates Seller’s Property Manager as additional insureds and which that are with such insurance companies companies, provide such coverages and carry such other limits as Seller may reasonably approved by Existing Membersrequire, and (ii) provide or shall cause the applicable Investor’s Representative to provide Existing Members and their affiliates Seller with certificates of insurance evidencing that Investor or any other Investor’s Representative Buyer has obtained the aforementioned policies of insurance. Notwithstanding any provision in this Agreement to the contrary, except to the extent necessary in connection with the preparation of a so-called “Phase I I” environmental report with respect to and/or the Hotel or Landissuance of a standard “zoning letter”, Investor zoning report and/or “departmental search”, neither Buyer nor any Buyer’s Representative shall not contact any government governmental official or representative regarding Hazardous Materials onthe Property, or including, but not limited to, the environmental condition ofof the Property or the status of compliance of the Property with zoning, the Propertybuilding code or similar Laws, without Existing Members’ Seller’s prior written consent thereto thereto, which consent shall not be unreasonably withheld, conditioned withheld or delayed. InvestorIn addition, if Seller’s consent is obtained by Buyer, Seller shall be entitled to receive at its sole cost and expense, shall comply with all applicable laws, rules, regulations and orders with respect to the use least three (3) days prior written notice of the Hotel intended contact and to have a representative present when Buyer has any such contact with any governmental official or Land for Investor’s Due Diligence, including, without limitation, Environmental Lawsrepresentative.

Guidelines for Inspection Rights. InvestorStrategic’s rights to conduct Due Diligence shall be subject to the terms of that certain Property Access Agreement dated January 3, 2005 (except to the extent it may be inconsistent with this Agreement), entered into by and between the Partnership and Strategic Hotel Capital, Inc. and the following further requirements: (a) Due Diligence may only be performed from 8:00 a.m. through 6:00 p.m., Eastern Standard Time, on Business Days during business hours and must not interfere beyond a de minimis extent, as reasonably determined by Existing Members, with the operation or management of the Hotel or disturb the rights of guests or Tenants; (b) Investor Strategic must provide Existing Members Partnership with at least twenty-four (24) hours’ hours prior written notice (which may be delivered by electronic mail) of its intent to perform Due Diligence on the Property and Existing Members Partnership shall have the right to have one or more Representatives a Representative of Existing Members Partnership present and accompanying each individual during any such entry upon the Real Property by Investor Strategic or Investor’s its Representatives; (c) Investor Strategic shall not communicate with contact any Tenant, Hotel vendor or contractor, Hotel guest, or Hotel Employee or any neighboring property or occupant or lessee of neighboring property or their respective representatives without Existing Members’ Partnership’s prior written consent which may be withheld in Existing Members’ sole discretion but which shall consent, not to be unreasonably withheld, conditioned withheld or delayed with respect to Prospective Buyer’s requested contact of the Hotel general manager or other executive level Hotel staff (in addition, if Existing Members’ consent is obtained by Investor under clause (c) foregoing, Existing Members shall be entitled to receive at least twenty-four (24) hours’ prior written notice (which may be delivered by electronic mail) of the intended contact (which shall include the names of people participating) and to have one or more Representatives present when Investor has any such contact with any such Person)delayed; (d) Investor shallPartnership or its designated Representative shall have the right to pre-approve, at its sole costand be present during, any physical testing of the Property; (e) Strategic shall immediately return the Property to the condition existing prior to any tests and inspections; (ef) Due Diligence activities may not affect the appearance of the Hotel in any way; and (fg) Investor shall Strategic may not conduct any invasive sampling, boring, testing, or analysis of soils, surface water, groundwater, building materials water or air quality at, in, or under groundwater at the Property without first having obtained prior written approval of Existing Members, which may be withheld in Existing Members’ sole discretionPartnership. Prior to such time as Investor Strategic or any of Investor’s its Representatives enter the Property for purposes of conducting the Due Diligence as set forth hereinReal Property, upon Existing Members’ reasonable request, Investor or the applicable Investor’s Representative Strategic shall (i) obtain or shall cause the applicable Investor’s Representative to obtain policies of general liability insurance which insure Investor or the applicable Investor’s Representatives with liability insurance limits of not less than $2,000,000 combined single limit for personal injury and property damage and name Company and Existing Members and their affiliates as additional insureds and which are with insurance companies reasonably approved by Existing Members, and (ii) provide or shall cause the applicable Investor’s Representative to provide Existing Members and their affiliates Partnership with certificates of insurance evidencing that Investor or any other Investor’s Representative Strategic has obtained the aforementioned policies of insurance. Notwithstanding any provision in this Agreement to the contrary, except to the extent necessary in connection with the preparation of a Phase I environmental report with respect to the Hotel or Land, Investor shall not contact any government official or representative regarding Hazardous Materials on, or the environmental condition of, the Property, without Existing Members’ prior written consent thereto which consent shall not be unreasonably withheld, conditioned or delayed. Investor, at its sole cost and expense, shall comply with all applicable laws, rules, regulations and orders with respect to the use of the Hotel or Land for Investor’s Due Diligence, including, without limitation, Environmental Laws.appropriate