Common use of Review Standards Clause in Contracts

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, loss, cost or expense to Seller or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb any tenant at the Property, and Buyer will indemnify, defend, and hold Seller and the Property harmless from and against any such liability, damage, loss, cost or expense, except to the extent based on any such preexisting conditions or on the negligence or willful misconduct of Seller or its employees or agents (the foregoing obligation surviving any termination of this Agreement). Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer make any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like). Seller shall have the right, at its option, to cause a representative of Seller to be present at all inspections, reviews and examinations of the Property conducted hereunder. In the event of any termination hereunder, Buyer shall return all documents and other materials furnished by Seller hereunder and at Seller’s written request, Buyer shall promptly deliver to Seller, without warranty, copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged by Buyer. Prior to Closing, Buyer shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction).

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb any tenant at the Property, and Buyer will indemnify, defend, and hold Seller and the Property harmless from and against any such liability, damage, lien, loss, cost or expense, expense (except to the extent based on any such preexisting arising from the mere discovery of existing conditions or on the negligence or willful misconduct of Seller that are not exacerbated by Buyer or its employees or agents agents). Prior to entry upon the Property, Buyer shall provide Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the foregoing obligation surviving any termination of this Agreement)Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer make Buyer: (a) conduct any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s express written consent, which consent, as to physical testing, may be given or withheld in Seller’s sole discretion (and Buyer shall in all events promptly return the Property to its prior condition and repair thereafter); (b) contact any consultant or other professional engaged by Seller or any tenant of the Property (or its representatives) without Seller’s express written consent (which shall not be unreasonably withheld); or (c) contact any governmental authority having jurisdiction over the Property without Seller’s express written consent (which shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records). Consents under clause (b) or clause (c) above may be given orally or by email by ▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇/▇▇▇▇.dorans@▇▇▇.▇▇▇) or ▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇/▇▇▇▇.▇▇▇▇▇▇@▇▇▇.▇▇▇). Seller shall have the right, at its option, to cause a representative of Seller to be present at all inspections, reviews and examinations of conducted hereunder. Buyer shall schedule any entry (by it or its designees) onto the Property conducted hereunderin advance with Seller. In the event of any termination hereunderhereunder (other than by reason of Seller’s default), Buyer shall return all documents and other materials furnished by Seller hereunder and at Seller’s written request, Buyer shall promptly deliver to SellerSeller true, without warranty, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged party. The “Confidentiality Agreement” (as hereinafter defined), if any, is hereby incorporated by Buyer. Prior this reference and shall apply to Closing, Buyer shall keep all information or data received or discovered in connection with any of the foregoing inspections, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)examinations.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, loss, cost or expense to Seller or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb any tenant at the Property, and Buyer will indemnify, defend, and hold Seller and the Property harmless from and against any such liability, damage, loss, cost or expense, except to the extent based on any such preexisting conditions or on the negligence or willful misconduct of Seller or its employees or agents expense (the foregoing obligation surviving any termination of this Agreement); provided, however, Buyer shall not be obligated to indemnify Seller or the Property with respect to Buyer’s mere discovery of pre-existing conditions on the Property except to the extent exacerbated by Buyer. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer Buyer: (a) make any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s express prior written consent; (b) contact any tenant of the Property without Seller’s express prior written consent; or (c) contact any governmental authority having jurisdiction over the Property without Seller’s express written consent (which consent as to governmental authorities shall not be unreasonably withheld). Seller shall have the right, at its option, to cause a representative of Seller to be present at all inspections, reviews and examinations of the Property conducted hereunder. In the event of any termination hereunder, Buyer shall return all documents and other materials furnished by Seller hereunder and at At Seller’s written request, Buyer shall promptly deliver to SellerSeller true, without warranty, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged party. In the event of any termination of this Agreement, Buyer shall return all documents and other materials furnished by BuyerSeller hereunder. Prior to Closing, Buyer shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential, except for disclosures as required by a valid subpoena or valid court order issued in accordance with applicable law; providedprovided that prior to making any such disclosures, howeverBuyer will deliver written notice to Seller of any purported obligation to make such disclosure and, that (i) such information or data may be disclosed by Buyer (a) to the extent required requested by lawSeller, (b) will cooperate with Seller in objecting to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer subpoena or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)court order.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb any tenant at the Property, and Buyer will indemnify, defend, and hold Seller and the Property harmless from and against any such liability, damage, lien, loss, cost or expense; provided, except however, Buyer’s indemnification, defense and hold harmless obligations shall not apply with respect to Buyer’s mere discovery of any adverse condition or fact related to the extent based on Property nor with respect to any diminution in value as a result of the mere discovery of such preexisting conditions adverse facts. Buyer’s obligations set forth in the immediately preceding sentence shall survive the Closing or on the negligence or willful misconduct of Seller or its employees or agents (the foregoing obligation surviving any termination of this Agreement. Prior to entry upon the Property by Seller or its Agents, Buyer shall provide Seller with copies of certificates of insurance evidencing commercial general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Property prior to the date of entry upon the Property, with terms, limits (which shall be at least $2,000,000 per occurrence and $5,000,000 in the aggregate), coverages and the issuer to be approved by Seller. Without limitation on Notwithstanding the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer make Buyer: (a) conduct any intrusive physical invasive testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings samplings, testing for mold or bacterial growth, air quality testing, or the like) without Seller’s express written consent which consent, as to invasive physical testing, may be given or withheld in Seller’s sole and absolute discretion (and Buyer shall in all events promptly return the Property to its prior condition and repair thereafter) and which may be further conditioned upon, among other things, Seller’s approval, in Seller’s sole and absolute discretion of the following: (i) the insurance coverage of the contractor who will be conducting such testing; (ii) the scope and nature of the testing to be performed by such contractor; and (iii) a written confidentiality agreement by such contractor and Buyer in form reasonably satisfactory to Seller); (b) contact any consultant or other professional engaged by Seller or any tenant of the Property (or its representatives) without Seller’s express written consent, which shall not be unreasonably withheld but may be conditioned upon Seller having a representative present during such contact (by telephone or in person); or (c) contact any governmental authority having jurisdiction over the Property without Seller’s express written consent in its sole and absolute discretion, other than reviewing governmental records without engaging in any discussions with governmental officials (except to the extent necessary to request records). For the avoidance of doubt, the removal of tile or insulation shall deemed to be invasive testing. Seller shall have the right, at its option, to cause a representative of Seller to be present at all inspections, reviews and examinations of conducted hereunder. Buyer shall schedule any entry (by it or its designees) onto the Property conducted hereunderin advance with Seller. In the event of any termination hereunderof this Agreement, Buyer shall return all documents and other materials furnished by Seller hereunder hereunder, including, without limitation, any studies, summaries or analyses furnished by Seller (and destroy any copies thereof made by Buyer or its agents or representatives). In addition, at Seller’s written request, Buyer shall promptly deliver to SellerSeller true, without warranty, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged by Buyer. Prior party, without charge unless Buyer has terminated this Agreement due to Closinga default on the part of Seller, in which event Seller shall be required to reimburse Buyer shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer costs of such confidentiality restriction)reports.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb Manager, any guest or any tenant at the Property, and Buyer will indemnify, defend, and hold Seller and the Property harmless from and against any such liability, damage, lien, loss, cost or expense, except to the extent based on any such preexisting conditions or on the negligence or willful misconduct of Seller or its employees or agents expense (the foregoing obligation surviving any termination of this Agreement). Prior to entry upon the Property, Buyer shall provide Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Property prior to the date of entry upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller which insurance policies must have limits for bodily injury and death of not less than Five Million Dollars ($5,000,000) for any one occurrence and not less than Five Million Dollars ($5,000,000) for property damage liability for any one occurrence. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer Buyer: (a) make any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like)) without Seller’s express written consent which may be withheld in Seller’s sole and absolute discretion (and Buyer shall in all events promptly return the Property to their prior condition and repair thereafter) and which may be further conditioned upon, among other things, Seller’s reasonable approval of the following: (i) the insurance coverage of the contractor who 1. Seller shall have will cooperate with Buyer at Buyer’s request by using reasonable efforts to arrange a meeting for Buyer during the right, at its option, to cause Due Diligence Period with a representative of Seller to be present at all inspections, reviews and examinations senior official having jurisdiction of the Property conducted hereunderPILOT Agreement and real estate taxation matters in order that Buyer may attempt to ascertain the effect consummation of the transaction will have on the PILOT Agreement and on real estate taxes. In the event of any termination hereunder, Buyer shall return all documents and other materials furnished by Seller hereunder and at At Seller’s written request, at no expense to and without representation, warranty by or liability to Buyer, and provided Buyer has the right to do so, Buyer shall promptly deliver to Seller, without warranty, Seller true and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged party. In the event of any termination of this Agreement, Buyer shall return all documents and other materials furnished by BuyerSeller. Prior to ClosingClosing and subject to Section 9.14 hereof, Buyer shall keep all non-public information or data received or discovered in connection with any of the Buyer’s inspections, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent except for disclosures required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable lawslaw and disclosures to representatives, includinginvestors, without limitationlenders, governmentalcounsel and agents, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements provided such disclosures are on an as needed basis for Buyer’s acquisition of the Securities Property, and Exchange Commission, such persons are instructed to keep the New York Stock Exchange and/or information strictly confidential. The provisions of this Section 3.2.1 shall survive any similar body or agency), to comply with other requirements and requests termination of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence reviewreviews, inspections and examinations (and shall cause its consultants’ and other third parties’ reviews, inspections and examinations performed for or at the request of Buyer to be conducted) in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb any tenant at or Seller’s operation of the Property, and . Buyer will indemnify, defend, and hold Seller Seller, its members, partners, employees, manager, agents, officers, directors, shareholders, fiduciaries, attorneys, licensees, contractors, brokers, invitees, tenants and the Property harmless from and against any such liability, damage, lien, loss, cost or expense, expense (except to the extent based on arising from the mere discovery of any such preexisting conditions pre-existing condition at the Property or on the gross negligence or willful misconduct of Seller). Prior to entry upon the Property, Buyer shall provide Seller or with copies of certificates of insurance in accordance with the requirements set forth in the Access Agreement that shall be maintained by Buyer and each consultant which Buyer will have present on the Property in connection with its employees or agents (investigations upon the foregoing obligation surviving any termination of this Agreement)Property. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer make Buyer: (a) conduct any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) or take physical samples from the Property without Seller’s express, prior written consent, which consent, as to such intrusive physical testing or sampling, may be given or withheld in Seller’s sole discretion (and Buyer shall in all events promptly restore the Property to substantially the same condition existing immediately prior to such entry (provided, however, Buyer shall have no obligation to repair any damage caused by the gross negligence or willful misconduct of Seller or to restore any pre-existing latent defect or condition unless Buyer exacerbated such pre-existing latent defect or condition in violation of this Agreement)) and which consent to intrusive physical testing or sampling, may be further conditioned upon, among other things, Seller’s approval of the following: (i) the insurance coverage of the contractor who will be conducting such testing or sampling, (ii) the scope and nature of the testing or sampling to be performed by such contractor, and (iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to Seller; (b) contact any consultant or other professional engaged by Seller or Tenant (or its representatives) without Seller’s express, prior written consent (which consent shall not be unreasonably withheld); provided, however, Seller expressly authorizes Buyer to contact and consult with Seller’s seismic consultant, Telesis Engineers, Inc., who is preparing a seismic report regarding the Property (the “Seller’s Seismic Report”); or (c) contact any Governmental Entity having jurisdiction over the Property, other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials or applications of any kind, with the express understanding that Buyer shall not undertake any discussions or communications with any governmental officials without (i) Seller’s express, prior written consent, which consent may be given or withheld in Seller’s sole and absolute discretion for any reason or no reason, and (ii) participation by a representative of Seller. Without limitation of the foregoing, Buyer shall not be permitted to contact Tenant of the Property without giving Seller (i) advance written notice, and (ii) the opportunity to have a representative of Seller participate in any such communications. Seller shall have the right, at its option, to cause a representative of Seller to be present at all inspections, reviews and examinations conducted hereunder. Buyer shall schedule any entry (by it or its designees) onto the Property in advance with Seller, upon not less than twenty-four (24) hours’ prior notice (written or e-mail) to Seller or its authorized representative. Buyer shall keep the Property free and clear of all mechanics’, materialmen’s and other liens resulting from the due diligence examinations or any of its other work under this Agreement. Buyer shall remove or bond over any liens within ten (10) days after Buyer becomes aware of the same. Upon the completion of any inspection, review or examination, Buyer shall promptly restore the Property conducted hereunderto substantially the same condition existing immediately prior to Buyer’s conducting such inspection, review or examination, at Buyer’s sole cost and expense; provided, however, Buyer shall have no obligation to repair any damage caused by the gross negligence or willful misconduct of Seller or to restore any pre-existing latent defect or condition unless Buyer exacerbated such pre-existing latent defect or condition in violation of this Agreement. In the event of any termination hereunderhereunder (other than by reason of Seller’s default), Buyer shall return all documents and other materials furnished by Seller hereunder and at Seller’s written request, then Buyer shall promptly deliver to SellerSeller true, without warranty, accurate and complete copies of any draft or final written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged by without any representation or warranty as to the accuracy or completeness of such documents, all at Buyer’s sole cost and expense. Prior Notwithstanding anything to Closingthe contrary herein, Buyer shall keep all not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or data received or discovered in connection with any of information covered by the inspections, reviews or examinations strictly confidentialattorney-client privilege. The Access Agreement is hereby incorporated by this reference and shall apply to this Agreement; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent required that the terms and conditions of the Access Agreement conflicts with this Agreement, the terms and conditions of this Agreement shall control. Buyer shall be responsible to Seller for any breaches of the Access Agreement by law, (b) any person or entity to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) whom information or access to the extent such representatives and agents need to know such information for Property was given by or through Buyer as though the purpose of evaluating breach were committed by Buyer itself. This Section 4.6.1 shall survive the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates Closing or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements termination of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence reviewreviews, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense (other than normal and customary costs or expenses incurred by Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to Seller or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb any tenant at Tenant or Seller’s operation of the Property, and Buyer will indemnify, defend, and hold Seller and the Property harmless from and against any such liability, damage, loss, cost or expense, except to the extent based on any such preexisting conditions or on the negligence or willful misconduct of Seller or its employees or agents (the foregoing obligation surviving any termination of this Agreement). Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer make or any Licensee Parties: (a) conduct any intrusive or destructive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) or take physical samples from the Property without Seller’s express written consent, which consent, as to such intrusive or destructive physical testing or sampling, may be given or withheld in Seller’s sole discretion (and Buyer shall in all events promptly return the Property to their prior condition and repair thereafter); (b) contact any consultant or other professional engaged by Seller, or contact any Tenant of the Property (or its representatives), in each case without Seller’s express written consent (which shall not be unreasonably withheld); or (c) contact any Governmental Entity having jurisdiction over the Property without Seller’s express written consent (which shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records); or (d) contact any member or partner of Seller, in each case, without the prior written approval of Seller. Consents under clause (b), (c) or (d) above may be given by e-mail by ▇▇▇▇▇▇▇ ▇▇▇▇ (Telephone: (▇▇▇) ▇▇▇-▇▇▇▇; E-mail: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), or by such other individuals designated in a written notice or e- mail notice given by Seller to Buyer. Seller shall have the right, at its Seller’s option, to cause a representative of Seller to be present at all inspections, reviews and examinations of conducted hereunder. Buyer shall schedule any entry (by it or its Licensee Parties) onto the Property conducted hereunderin writing and in advance with Seller, which shall be at least one (1) Business Day in advance and all such entries shall be during normal business hours on a Business Day. In the event of any termination hereunder, Buyer shall return all documents and other materials Due Diligence Materials furnished by Seller hereunder hereunder, and at Seller’s written request, if requested by Seller, Buyer shall shall, upon payment by Seller of the cost of any reports requested by Seller, promptly deliver to SellerSeller true, without warranty, copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged by Buyer. Prior to Closing, Buyer shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent required by law, (b) to Buyer’s lender accurate and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction).10

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb minimize any disturbance of any tenant at the Property, and Buyer will indemnify, defend, and hold Seller and the Property harmless from and against any such liability, damage, lien, loss, cost or expense, except to the extent based on any such preexisting conditions or on the negligence or willful misconduct of Seller or its employees or agents expense (the foregoing obligation surviving any termination of this Agreement)) arising out of or relating to any personal injury or property damage caused by Buyer or its representatives, [Note: this language was part of the term sheet signed by the parties] excluding, however, any liability, damages, lien, cost or expense to the extent arising out of the (a) negligence or intentional misconduct of Seller or its property manager or either of their employees, agents or contractors or (b) mere discovery of pre-existing conditions on the Property. Prior to entry upon the Property, Buyer shall provide Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Property prior to the date of entry upon the Property. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer make any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s express written consent, which may be given or withheld in Seller’s reasonable discretion and which may be further conditioned upon, among other things, Seller’s reasonable approval of the following: (i) the insurance coverage of the contractor who will be conducting such testing; (ii) the scope and nature of the testing to be performed by such contractor, and (iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to Seller; (b) contact any tenant of the Property without Seller’s written consent, which shall not be unreasonably withheld; or (c) contact any governmental authority having jurisdiction over the Property without Seller’s written consent (which consent as to governmental authorities shall not be unreasonably withheld). Notwithstanding anything to the contrary contained herein, requests for consent and consents required under this Section 4.3 may be given by phone or email and may be communicated directly or through the Broker. Seller shall have the right, at its option, to cause a representative of Seller to be present at all inspections, reviews reviews, interviews and examinations of the Property conducted hereunder. In the event of any termination hereunderIf this Agreement terminates without closing, Buyer shall return all documents and other materials furnished by Seller hereunder and at Seller’s written request, Buyer shall promptly deliver to Seller, without warranty, Seller copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged (other than legal counsel) without any representation or warranty as to the contents thereof and without any express or implied right to rely on such materials. In the event of any termination of this Agreement, Buyer shall return (or destroy) all documents and other materials furnished by Seller hereunder in Buyer’s possession. Prior to Closing, Buyer shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential; provided, howeverexcept (A) for disclosures to representatives, that investors, lenders, counsel and agents, provided such disclosures are on an as-needed basis for Buyer’s acquisition, and such persons are instructed to keep the information strictly confidential, and (i) such information or data may be disclosed by Buyer (aB) to the extent otherwise required by lawlaw but only after (i) Buyer provides Seller with reasonable notice and an opportunity to obtain a restraining order or take other similar protective actions, and (bii) to Buyer’s lender and to Buyer’s and incorporating such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) changes as may otherwise be necessary for reasonably requested by Seller that would not result in a violation of applicable law. Notwithstanding the foregoing, Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or may without prior notice to Seller make any other entities advised disclosures that are required by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange CommissionCommission or by any state or federal securities laws, the New York Stock Exchange and/or any similar body or agency)rules, to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processesregulations, or (d) orders. If Seller withholds any consent or approval under this Section then Buyer may elect to satisfy reporting procedures terminate this Agreement and inquiries of credit rating agencies Seller shall reimburse Buyer for its Transaction Costs as defined in accordance with customary practices of Buyer or its affiliates; and (ii) Section 11.4 below. [Note: this language was included in the foregoing confidentiality restriction shall not apply term sheet agreed to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction).between the parties]

Review Standards. (a) Buyer shall at all times conduct its due diligence reviewreviews, inspections inspections, and examinations in a manner so as to not cause liability, damage, lien, loss, cost cost, or expense (other than normal and customary costs or expenses incurred by Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to Seller or the Property (other than that arising from the discovery of preexisting conditions) and Property, so as to not unreasonably interfere with or disturb any tenant at or Seller’s operation of the Property, and so as to comply with Seller’s or any such tenant’s reasonable security requirements. Buyer shall not permit any liens or encumbrances to be placed against the Property in connection with Buyer’s investigation and inspection of the Property and/or in connection with Buyer’s activities on or around the Property. Any entry onto the Property by Buyer shall be at such Buyer’s own risk. Buyer shall further be responsible for the protection of any or all personal property brought onto the Property by any Buyer’s Representative. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) Buyer will compensate, indemnify, defend, and hold Seller and the Property harmless from and against any reasonable out-of-pocket losses, costs, damages, liens, claims, liabilities or expenses (including, but not limited to, reasonable out-of-pocket attorneys’ fees) actually incurred by Seller arising from or by reason of Buyer’s and/or Buyer’s Representatives’ access to, or inspection of, the Property or the Due Diligence Materials, or any tests, inspections or other due diligence conducted by or on behalf of Buyer in connection with the transactions contemplated in this Agreement. (c) On or before the Effective Date, Buyer shall provide Seller with copies of certificates of insurance evidencing the following insurance coverages (naming Seller, [ * ] and their respective affiliates and their respective officers, directors, shareholders, members, partners, employees, successors and assigns, as additional insureds) that shall be maintained by Buyer and by any consultants and other third parties engaged by Buyer in connection with Buyer’s and such third parties’ investigations upon the Property: (i) general liability insurance, from an insurer with an A.M Best rating of no less that A- VII, in the amount of not less than [ * ] Dollars ($[ * ]) aggregate liability, which insurance shall provide coverage against claim for personal liability or physical property damage arising from Buyer and Buyer’s Representatives in connection with such inspections and tests and/or the entry or activities of Buyer and Buyer’s Representatives upon the Property, (ii) commercial automobile liability insurance for any vehicles with a $[ * ] combined single limit per accident for bodily injury and property damage, loss(iii) worker’s compensation insurance in conformity with the laws of California or as available on a voluntary basis, cost or expensehaving limits no less than those required by state statute and federal statute, except to if applicable, (iv) employer’s liability insurance, meeting the extent based on any such preexisting conditions or on requirements above, with limits of not less than [ * ] Dollars ($[ * ]) per occurrence for each of (X) bodily injury by accident and bodily injury by disease and (Y) bodily injury by disease for policy limit and (v) excess (umbrella) liability insurance, meeting the negligence or willful misconduct requirements above, with limits of Seller or its employees or agents not less than [ * ] Dollars (the foregoing obligation surviving any termination of this Agreement). $[ * ]) per occurrence. (d) Without limitation on the foregoing, in no event shall Buyer: (i) contact any of the Employees or any consultant or other professional engaged by Seller, any lien holder or other party with any interest in or contractual relationship with respect to the Property (with whom Buyer did not have a pre-existing relationship prior to the Effective Date) to discuss the Property or the transaction contemplated hereunder, in each case without Seller’s prior written consent (which shall not be unreasonably withheld); (iii) contact any Governmental Entity having jurisdiction over the Property to discuss the Property or the transaction contemplated hereunder without Seller’s prior written consent (which shall not be unreasonably withheld) other than such routine inquiries as are customary in connection with the preparation of a so-called Phase “I” environmental report or zoning report with respect to the Property and do not involve any discussions with governmental officials; or (iv) contact any member or partner of Seller (other than representatives of [ * ]) or any lender or servicer with respect to the Existing Mortgage, in each case, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayedwithheld). Consents under clause (ii), (iii), or (iv) above may be given by e-mail by [ * ] (E-mail: [ * ]; Telephone: [ * ]), or by such other individuals designated in no event shall Buyer make any intrusive physical testing (environmentala written [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, structural MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. notice or otherwise) at the Property (such as soil borings, water samplings or the like)e-mail notice given by Seller to Buyer. Seller shall have the right, at its option, to cause a representative of Seller to be present at all inspections, reviews reviews, and examinations conducted hereunder. (e) If this Agreement is terminated for any reason, (i) Buyer shall promptly destroy or return all Due Diligence Materials provided by Seller to Buyer, and all copies and other reproductions of the Property conducted hereunder. In the event Due Diligence Materials made by Buyer and/or any of any termination hereunderits agents, and shall certify to Seller in writing that Buyer shall return has destroyed or returned all documents such materials, and other materials furnished by Seller hereunder and at (ii) upon Seller’s written request, Buyer shall promptly deliver to Seller, without warranty, Seller copies of all third-party reports prepared by or for Buyer in connection with Buyer’s inspection of the Property. In connection with any written reports relating to the Property prepared for permitted testing, sampling, or on behalf of Buyer by any third party engaged by Buyer. Prior to Closingother work performed hereunder, Buyer shall keep promptly dispose of (or cause to be disposed of), at its sole cost in accordance with all information applicable Laws, any waste, samples, or data received other materials generated or discovered removed by Buyer or by its agents or contractors arising from or in connection with any of the inspectionsinvestigations, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processessamplings, or (d) to satisfy reporting procedures and inquiries testing hereunder. This Section 4.4.2 shall survive any termination of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)this Agreement.

Review Standards. Buyer shall use reasonable efforts at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to any Seller or the any Property (other than that arising from the discovery of preexisting conditions) to be sold hereunder and so as to not unreasonably interfere with or disturb any tenant guest at the Property, and Buyer will indemnify, defend, and hold each Seller and the each Property harmless from and against any such and all liability, damage, lien, loss, cost or expenseexpense caused by Buyer, except to its Affiliates, designees, or any other third party acting at the extent based on any such preexisting conditions direction, or on with the negligence or willful misconduct authorization, of Seller or its employees or agents Buyer (the foregoing obligation surviving any termination of this Agreement). Prior to entry upon any Property, Buyer shall provide the applicable Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming such Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon such Property prior to the date of entry upon such Property, with limits, coverages and insurers under such policies reasonably satisfactory to such Seller. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer Buyer: (a) make any intrusive physical testing (environmental, structural or otherwise) at the any Property (such as soil borings, water samplings or the like) without the express written consent of the applicable Seller which may be given or withheld in the sole discretion of the applicable Seller (and Buyer shall in all events promptly return each Property to its prior condition and repair thereafter) and which may be further conditioned upon, among other things, the approval of the applicable Seller of the following: (i) the insurance coverage of the contractor who will be conducting such testing; (ii) the scope and nature of such testing to be performed by such contractor; and (iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to the applicable Seller; or (b) contact any governmental authority having jurisdiction over any Property without the express written consent of the applicable Seller (which shall not be unreasonably withheld). Each Seller shall have the right, at its option, to cause a representative of Seller to be present at all inspections, reviews and examinations of the Property conducted hereunder. In the event of any termination hereunderIf this Agreement is terminated, Buyer shall return all documents and other materials furnished by Seller hereunder and at Seller’s written request, Buyer shall promptly deliver Sellers to Seller, without warranty, copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged by Buyer. Prior to Before the Closing, Buyer shall keep all information or data received or discovered in connection with any of the Buyer’s inspections, reviews or examinations strictly confidential; provided, howeverexcept for disclosures to representatives, that (i) investors, lenders, counsel and agents, provided such information or data may be disclosed by Buyer (a) to the extent required by law, (b) to disclosures are on an as needed basis for Buyer’s lender and to Buyer’s acquisition of the Property, and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and persons are instructed to maintain keep the information strictly confidential, except for such confidentiality, (c) as may otherwise be disclosures that are necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements laws or to enforce this Agreement. The provisions of the Securities and Exchange Commission, the New York Stock Exchange and/or this Section 4.2.1 shall survive any similar body or agency), to comply with other requirements and requests termination of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)this Agreement.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviewreviews, inspections inspections, and examinations in a manner so as to not cause liability, damage, lien, loss, cost cost, or expense to Seller or the Property (other than that arising from normal and customary costs or expenses incurred by either Seller in facilitating Buyer’s due diligence investigations in accordance with the discovery terms of preexisting conditionsthis Agreement) and to either Seller or any Constituent Property, so as to not unreasonably interfere with or disturb any tenant at the Propertyor either Seller’s operation of its Constituent Properties, and so as to comply with each Seller’s or any such tenant’s reasonable security requirements. (b) Buyer will indemnify, defend, and hold Seller and the Property Sellers harmless from and against any such liabilityreasonable out-of-pocket losses, damagecosts, lossdamages, cost liens, claims, liabilities or expenseexpenses (including, but not limited to, reasonable out-of-pocket attorneys’ fees) actually incurred by Sellers arising from or by reason of Buyer's and/or Buyer’s Representatives’ access to, or inspection of, the Properties or the Property Information, or any tests, inspections or other due diligence conducted by or on behalf of Buyer in connection with the transactions contemplated in this Agreement, except to the extent based on any such preexisting losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions or on are otherwise caused by any existing conditions at any of the Properties that are not exacerbated by Buyer or Buyer's Representatives or (ii) the gross negligence or willful misconduct of Seller either Seller, or its employees Seller's affiliates or agents agents. (c) Prior to entry upon any Constituent Property, Buyer shall provide Sellers with copies of certificates of insurance evidencing the foregoing obligation surviving following insurance coverages (naming Sellers as additional insureds) that shall be maintained by Buyer and by any termination consultants and other third parties engaged by Buyer in connection with Buyer’s and such third parties’ investigations upon the Property: (a) general liability insurance, from an insurer with an A.M Best rating of this Agreement). no less that A- VII, in the amount of not less than Two Million Dollars ($2,000,000) aggregate liability, which insurance shall provide coverage against claim for personal liability or physical property damage caused by Buyer and Buyer's Representatives in connection with such inspections and tests and/or the entry or activities of Buyer and Buyer's Representatives upon the Property, (b) worker’s compensation insurance having limits no less than those required by state statute and federal statute, if applicable, and (c) excess (umbrella) liability insurance, meeting the requirements above, with limits of not less than Five Million Dollars ($5,000,000) per occurrence. (d) Without limitation on the foregoing, in no event shall Buyer: (i) conduct any intrusive or destructive physical testing (environmental (including, without limitation, any Phase II environmental testing), structural, or otherwise) at the Properties (such as soil borings, water samplings, or the like) or take physical samples from the Properties without the applicable Seller’s prior written consent, which consent, as to such intrusive or destructive physical testing or sampling, shall not be unreasonably withheld, conditioned or delayed if such intrusive or destructive testing is recommended by a Phase I Environmental Site Assessment for the Properties (and Buyer shall in all events promptly return the Properties to their prior condition and repair thereafter); (ii) contact any of the Employees or any consultant or other professional engaged by either Seller to discuss the Property or the transaction contemplated hereunder, or contact any tenant of the Properties (or its representatives) (other than an affiliate of Buyer) to discuss the Property or the transaction contemplated hereunder, in each case without Sellers’ prior written consent (which shall not be unreasonably withheld) unless Buyer has a pre-existing contractual or advisory relationship with such consultant or professional; (iii) contact any Governmental Entity having jurisdiction over the Properties to discuss the Property or the transaction contemplated hereunder without the applicable Seller’s prior written consent (which shall not be unreasonably withheld) other than ordinary contact normally associated with customary due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records and to contact the Town of Mount Pleasant Industrial Development Agency and the Westchester County Industrial Development Agency to ensure the continued effectiveness of existing tax incentive programs that benefit Buyer so long as Sellers are provided sufficient notice of such discussions or meetings and are permitted to be including in such discussions or meetings); or (iv) contact any member or partner of either Seller (other than representatives of Blackstone and BioMed Realty) or any lender or servicer with respect to the Existing Mortgage, in each case, without the prior written consent of either Seller (which consent shall not be unreasonably withheld or delayedwithheld). Consents under clause (ii), (iii), or (iv) above may be given by e-mail by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (E‑mail: ▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; Telephone: 858‑207‑5975), or ▇▇▇▇▇ ▇▇▇▇▇ (E‑mail: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; Telephone: 858‑207‑5967), or by such other individuals designated in no event shall Buyer make any intrusive physical testing (environmental, structural a written notice or otherwise) at the Property (such as soil borings, water samplings or the like)e-mail notice given by Sellers to Buyer. Each Seller shall have the right, at its option, to cause a representative of such Seller to be present at all inspections, reviews reviews, and examinations conducted hereunder. (e) Buyer shall schedule any entry (by it or its designees) onto any Constituent Property not leased by Buyer in writing and in advance with Sellers, which shall be at least 24 hours in advance and all such entries shall be during normal business hours on a business day. If this Agreement is terminated for any reason, (i) Buyer shall promptly destroy or return all Due Diligence Materials provided by Sellers to Buyer, and all copies and other reproductions of the Property conducted hereunder. In the event Due Diligence Materials made by Buyer and/or any of any termination hereunderits agents, and shall certify to Sellers in writing that Buyer shall return has destroyed or returned all documents such materials, and other materials furnished by Seller hereunder and at (ii) upon either Seller’s written request, Buyer shall promptly deliver to Seller, without warranty, Sellers copies of all third-party reports prepared by or for Buyer in connection with Buyer’s inspection of the Properties. In connection with any written reports relating to the Property prepared for permitted testing, sampling, or on behalf of Buyer by any third party engaged by Buyer. Prior to Closingother work performed hereunder, Buyer shall keep promptly dispose of (or cause to be disposed of), at its sole cost in accordance with all information applicable Laws, any waste, samples, or data received other materials generated or discovered removed by Buyer or by its agents or contractors arising from or in connection with any of the inspectionsinvestigations, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processessamplings, or (d) to satisfy reporting procedures and inquiries testing hereunder. This Section 4.4.1 shall survive any termination of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, loss, cost or expense to Seller Sellers, the Land, or the Property Improvements (other than excluding that arising from pre-existing conditions unless the discovery pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only to the extent of preexisting conditions) and so as to not unreasonably interfere with or disturb any tenant at the Property, and such exacerbation). Buyer will indemnify, defenddefend and hold harmless the “Seller Indemnified Parties” (as hereinafter defined), and hold Seller and the Property harmless each of them, from and against any such personal injury, property damage, or mechanics liens (and any resulting liability, damage, loss, cost or expense) caused by such review, except to inspections, and examinations (and not from any pre-existing conditions unless the extent based on any such preexisting conditions or on the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only to the extent of Seller or its employees or agents (the such exacerbation). The foregoing obligation surviving obligations shall survive any termination of this Agreement). Without limitation on Buyer may, subject to the foregoingApplicable Seller’s reasonable consent (and, without to the prior written extent required, the consent of the Non-Selling Member and all other third parties whose consent may be required, which the Applicable Seller shall use commercially reasonable efforts to obtain): (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer i) make any intrusive physical testing (environmental, structural or otherwise) at the Property Land and the Improvements (such as soil borings, water samplings or the like), provided that Seller shall have no obligation to consent to any intrusive physical testing on the Mission Bay Land (except for M▇▇▇▇ testing), and (ii) contact any governmental authority having jurisdiction over the Land and the Improvements. Sellers shall use commercially reasonable efforts to assist Buyer in its investigations and discussions with third parties with respect to the Project Assets. The Applicable Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy of any environmental report prepared by or on behalf of Buyer which describes the results of the Property conducted hereunderPhase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21. In the event of any termination hereunderhereunder (other than by reason of Sellers’ default), Buyer shall shall, at the Applicable Seller’s written request, return all documents and other materials furnished by the Applicable Seller hereunder and at Seller’s written request, Buyer shall promptly deliver to Seller, without warranty, copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged by Buyer. Prior to Closing, Buyer shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)hereunder.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller or the Property (other than that arising from the discovery of preexisting conditions) Properties and so as to not unreasonably interfere with or disturb the Manager, any guest or any tenant at the PropertyProperties, and Buyer will indemnify, defend, and hold Seller and the Property Properties harmless from and against any such liability, damage, lien, loss, cost or expense, except to the extent based on any such preexisting conditions or on the negligence or willful misconduct of Seller or its employees or agents expense (the foregoing obligation surviving any termination of this Agreement). Prior to entry upon a Property, Buyer shall provide Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Properties prior to the date of entry upon the Properties, with limits, coverages and insurers under such policies reasonably satisfactory to Seller which insurance policies must have limits for bodily injury and death of not less than Five Million Dollars ($5,000,000) for any one occurrence and not less than Five Million Dollars ($5,000,000) for property damage liability for any one occurrence. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer Buyer: (a) make any intrusive physical testing (environmental, structural or otherwise) at the Property Properties (such as soil borings, water samplings or the like) without Seller’s express written consent which shall not be unreasonably withheld or delayed (and Buyer shall in all events promptly return the Properties to their prior condition and repair thereafter) and which may be further conditioned upon, among other things, Seller’s reasonable approval of the following: (i) the insurance coverage of the contractor who will be conducting such testing; and (ii) the scope and nature of such testing to be performed by such contractor; (b) contact the Manager or any tenant of a Property without Seller’s express written consent (which shall not be unreasonably withheld or delayed); (c) contact any governmental authority having jurisdiction over a Property without Seller’s express written consent (which shall not be unreasonably withheld or delayed); provided, Buyer may in the course of its due diligence contact governmental authorities with respect to determining Seller’s and the Hotel’s compliance with applicable zoning or building code requirements and regulations and other applicable laws and regulations, and to cause the transfer or issuance of all applicable licenses and permits (including liquor licenses) necessary for the continued normal operation of the Hotel following the Closing. Seller shall have the right, at its option, to cause a representative of Seller to be present at all inspections, reviews and examinations of the Property conducted hereunder. At Seller’s written request, at no expense to and without representation, warranty by or liability to Buyer, and provided Buyer has the right to do so, Buyer shall promptly deliver to Seller true and complete copies of any written reports relating to a Property prepared for or on behalf of Buyer by any third party. In the event of any termination hereunderof this Agreement, Buyer shall return all documents and other materials furnished by Seller hereunder and at Seller’s written request, Buyer shall promptly deliver to Seller, without warranty, copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged by Buyer. Prior to ClosingClosing and subject to Section 10.15 hereof, Buyer shall keep all non-public information or data received or discovered in connection with any of the Buyer’s inspections, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent except for disclosures required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable lawslaw and disclosures to representatives, includinginvestors, without limitationlenders, governmentalcounsel and agents, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements provided such disclosures are on an as needed basis for Buyer’s acquisition of the Securities Properties, and Exchange Commission, such persons are instructed to keep the New York Stock Exchange and/or information strictly confidential. The provisions of this Section 4.2.1 shall survive any similar body or agency), to comply with other requirements and requests termination of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)this Agreement.

Review Standards. Buyer shall at all times ---------------- conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb the Manager, any guest or any tenant at the Property, and Buyer will indemnify, defend, and hold Seller and the Property harmless from and against any such liability, damage, lien, loss, cost or expense, except to the extent based on any such preexisting conditions or on the negligence or willful misconduct of Seller or its employees or agents expense (the foregoing obligation surviving any termination of this Agreement). Prior to entry upon the Property, Buyer shall provide Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Property prior to the date of entry upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer Buyer: (a) make any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller's express written consent which shall not be unreasonably withheld or delayed (and Buyer shall in all events promptly return the Property to its prior condition and repair thereafter) and which may be further conditioned upon, among other things, Seller's reasonable approval of the following: (i) the insurance coverage of the contractor who will be conducting such testing; and (ii) the scope and nature of such testing to be performed by such contractor; (b) contact the Manager or any tenant of the Property without Seller's express written consent (which shall not be unreasonably withheld or delayed); (c) contact any governmental authority having jurisdiction over the Property without Seller's express written consent (which shall not be unreasonably withheld or delayed); provided, Buyer may in the course of its due diligence contact governmental authorities with respect to determining Seller's and the Hotel's compliance with applicable zoning or building code requirements and regulations and other applicable laws and regulations, and to cause the transfer or issuance of all applicable licenses and permits (including liquor licenses) necessary for the continued normal operation of the Hotel following the Closing. Seller shall have the right, at its option, to cause a representative of Seller to be present at all inspections, reviews and examinations of the Property conducted hereunder. In the event of any termination hereunder, Buyer shall return all documents and other materials furnished by Seller hereunder and at At Seller’s 's written request, at no expense to and without representation, warranty by or liability to Buyer, and provided Buyer has the right to do so, Buyer shall promptly deliver to Seller, without warranty, Seller true and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged party. In the event of any termination of this Agreement, Buyer shall return all documents and other materials furnished by BuyerSeller. Prior to ClosingClosing and subject to Section 10.15 hereof, Buyer shall keep all non-public information or data received or discovered in connection with any of the Buyer's inspections, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent except for disclosures required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable lawslaw and disclosures to representatives, includinginvestors, without limitationlenders, governmentalcounsel and agents, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements provided such disclosures are on an as needed basis for Buyer's acquisition of the Securities Property, and Exchange Commission, such persons are instructed to keep the New York Stock Exchange and/or information strictly confidential. The provisions of this Section 4.2.1 shall survive any similar body or agency), to comply with other requirements and requests termination of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)this Agreement.

Review Standards. Buyer Purchaser shall at all times conduct its due diligence review, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller Seller, Assignor or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb any tenant at the Property, and Buyer Purchaser will indemnify, defend, and hold Seller Seller, Assignor and the Property harmless from and against any such liability, damage, lien, loss, cost or expense, expense (except to the extent based on any such preexisting arising from the mere discovery of existing conditions or on the negligence or willful misconduct of Seller that are not exacerbated by Purchaser or its employees or agents agents). Prior to entry upon the Property, Purchaser shall provide Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller and Assignor as additional insureds) which shall be maintained by Purchaser in connection with its investigations upon the foregoing obligation surviving any termination of this Agreement)Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller and Assignor. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer make Purchaser: (a) conduct any intrusive on-site activity, including any physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s and Assignor’s express written consent which consent, as to physical testing, may be given or withheld in Seller’s and Assignor’s sole discretion (and Purchaser shall in all events promptly return the Property to its prior condition and repair thereafter); (b) contact any consultant or other professional engaged by Seller or Assignor or any tenant of the Property (or its representatives) without Seller’s and Assignor’s express written consent (which, in the case of Assignor, shall not be unreasonably withheld); or (c) contact any governmental authority having jurisdiction over the Property without Seller’s and Assignor’s express written consent (which, in the case of Assignor, shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records). Consents of Assignor under clause (b) or clause (c) above may be given orally or by email by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇). Seller and Assignor shall each have the right, at its option, to cause a representative of Seller or Assignor, as the case may be, to be present at all inspections, reviews and examinations of conducted hereunder. Purchaser shall schedule any entry (by it or its designees) onto the Property conducted hereunderin advance with Seller and Assignor. In the event of any termination hereunder, Buyer Purchaser shall return all documents and other materials furnished by Seller or Assignor hereunder and at Seller’s or Assignor’s written request, Buyer Purchaser shall promptly deliver to SellerSeller and Assignor true, without warranty, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer Purchaser by any third party engaged by Buyerparty. Prior to Closing, Buyer The provisions of this Section 3.3 shall keep all information or data received or discovered in connection with survive any termination of the inspections, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence reviewreviews, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller any Seller, the Property, or the any Underlying Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb any tenant at the Underlying Property, and Buyer will indemnify, defend, and hold Seller the Sellers, and each of the Property foregoing, harmless from and against any such liability, damage, lien, loss, cost or expense, expense (except to the extent based on any such preexisting arising from the mere discovery of existing conditions or on the negligence or willful misconduct of Seller that are not exacerbated by Buyer or its employees or agents agents). Prior to entry upon any Underlying Property, Buyer shall obtain the consent of the applicable Seller and provide Sellers with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming the foregoing obligation surviving any termination of this Agreement)applicable Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Underlying Properties, with limits, coverages and insurers under such policies reasonably satisfactory to the applicable Seller. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer make Buyer: (a) conduct any intrusive physical testing (environmental, structural or otherwise) at the any Underlying Property (such as soil borings, water samplings or the like) without the applicable Seller’s express written consent, which consent shall not be unreasonably withheld (and Buyer shall in all events promptly return such Underlying Property to its prior condition and repair thereafter); (b) contact any consultant or other professional engaged by any Seller or any tenant of any Underlying Property (or its representatives) without the applicable Seller’s express written consent (which shall not be unreasonably withheld subject to any further consent such Seller must obtain); (c) contact any governmental authority having jurisdiction over an Underlying Property without the applicable Seller’s express written consent (which shall not be unreasonably withheld subject to any further consent such Seller must obtain) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records) and is limited to a review of government records; or (d) contact any lender or servicer with respect to the Existing Loan without the prior written approval of the applicable Seller. Each Seller shall have the right, at its option, to cause a representative of such Seller to be present at all inspections, reviews and examinations of the Property conducted hereunder. Buyer shall schedule any entry (by it or its designees) onto any Underlying Property in advance with the applicable Seller. In the event of any termination hereunderhereunder (other than by reason of any Seller’s default), (1) Buyer shall return all documents and other materials furnished by Seller Sellers hereunder and destroy any copies thereof made by Buyer or any Buyer Representative, and (2) at any Seller’s written request, Buyer shall promptly deliver to Seller, without warranty, copies of Sellers any written reports relating to the Property or any Underlying Property prepared for or on behalf of Buyer by any third party engaged by Buyerwithout representation or warranty and on an "as is" basis. Prior Subject to ClosingSection 7.5.9 hereof, Buyer shall keep all information or data received or discovered in connection agrees and covenants with Sellers not to disclose to any of the inspectionsthird party (other than potential lenders, reviews or examinations strictly confidential; providedpotential partners, howeverother potential financing sources, that (i) such information or data may be disclosed by Buyer (a) to the extent required by lawaccountants, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives other consultants and agents advisors who need to know such information for the sole purpose of evaluating the purchase contemplated hereby Property and who are informed that such information is confidential) (i) any loan made in connection therewith and are instructed to maintain such confidentialityof the reports, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliatesstudies, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates assessments, or any other entities advised documentation or information obtained by H▇▇▇▇ Buyer which relates to the Property or to Sellers (the "Evaluation Material") (and whether provided by Sellers or obtained separately by Buyer) except to the extent either such disclosure is required by applicable law, order, rule or regulation (including, without limitation, any applicable state and federal securities laws and regulations). In the event that Buyer or any Buyer Representative is requested or required to disclose any of the Evaluation Material in connection with a legal proceeding, Buyer shall provide Sellers with prompt written notice of any such request or requirement so that Sellers may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 8.3. If, in the absence of a protective order or other remedy or the receipt of a waiver by Sellers, Buyer or any Buyer Representative is nonetheless, in the written opinion of counsel, legally compelled to disclose Evaluation Material to any tribunal or else stand liable for contempt or suffer other censure or penalty, Buyer or such Buyer Representative may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material which such counsel advises Buyer is legally required to be disclosed, provided that Buyer exercises its affiliates reasonable efforts to comply with applicable lawspreserve the confidentiality of the Evaluation Material, including, without limitation, governmentalby cooperating with Sellers, regulatoryat Sellers' expense, disclosureto obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material by such tribunal. Promptly upon the reasonable request of Sellers, tax and reporting requirements (including without limitationBuyer shall deliver to Sellers or destroy, the requirements or cause such delivery or destruction of, all copies of the Securities Evaluation Material. This Section 8.3 shall supersede, in its entirety, that certain Confidentiality Agreement dated January 27, 2007 by and Exchange Commissionbetween Buyer and Blackstone Real Estate Advisors V L.P. Buyer shall be responsible to Sellers for any breaches of this Section 8.3 by any person or entity to whom information was given by or through Buyer as though the breach were committed by Buyer itself. Anything to the contrary in this Agreement notwithstanding, in the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason event of a breach by Buyer of such confidentiality restriction)the provisions of this Section 8.3, the parties agree that Sellers shall be entitled to seek equitable relief, including injunctions and specific performance. The provisions of this Section 8.3 shall survive any termination of this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, loss, cost or expense to Seller or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb any tenant at the Property, and Buyer will indemnify, defend, and hold Seller and the Property harmless for, from and against any such liability, damage, loss, cost or expense, except expense to the extent based on any such preexisting conditions or on the negligence or willful misconduct of Seller caused by Buyer or its employees agents or agents consultants (the foregoing obligation surviving any termination of this Agreement), other than with respect to any conditions on or about the Property in existence as of the Effective Date. Without limitation on of the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer make any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s express written consent (which consent shall not be unreasonably withheld). Seller Prior to the Closing, only after Seller’s express specific written consent, given in Seller’s sole and absolute discretion, shall have the rightBuyer be entitled to make applications to any applicable local, at its optionmunicipal, county, state, or federal agency for any change, authorization, or approval related to cause a representative of Seller zoning, entitlements, or any other land use matter related to be present at all inspections, reviews and examinations of the Property conducted hereunderwhatsoever. Buyer will submit requests in writing to Seller for Seller’s approval of such applications. In the event of any termination hereunderof this Agreement, Buyer shall return to Seller all documents and other materials furnished by Property Documents received from Seller hereunder and at or Seller’s written request, Buyer shall promptly deliver to Seller, without warranty, copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged by BuyerBroker. Prior to Closing, Buyer shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidentialconfidential unless and until the Closing occurs; provided, however, Buyer may, subject to Seller’s right to seek a protective order or to quash a subpoena, produce such documents in response to due process of law. Prior to performing any inspection or test on the Property (other than an ALTA survey or a Phase I environmental inspection), Buyer shall deliver a certificate of insurance to Seller evidencing that (i) such information Buyer or data may be disclosed by Buyer (a) to the extent required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representativesits contractors, agents and affiliates representatives have in place commercial general liability insurance in an amount of at least One Million and 00/100 Dollars (including attorneys $1,000,000.00) and accountants) to workers compensation insurance if required by applicable law, and in at least the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and amounts required by applicable law, covering any loan made accident arising in connection therewith with the presence of Buyer, its contractors, agents and are instructed to maintain such confidentialityrepresentatives on the Property, (c) which insurance shall name Seller as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)an additional insured thereunder.

Review Standards. Buyer shall at all times conduct its any and all due diligence reviewreviews, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller or the Property (other than that arising from the discovery of preexisting conditions) and so as to not unreasonably interfere with or disturb any tenant Tenant at the Property, and Buyer will indemnify, defend, and hold Seller and the Property harmless from and against any such liability, damage, lien, loss, cost or expense, expense (except to the extent based on any such preexisting arising from the mere discovery of existing conditions or on the arising from Seller’s own negligence or willful misconduct misconduct). Prior to entry upon the Property, Buyer shall provide Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller or as an additional insured) which shall be maintained by Buyer in connection with its employees or agents (investigations upon the foregoing obligation surviving any termination of this Agreement)Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer make Buyer: (a) conduct any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s express written consent, which consent, as to intrusive physical testing, may be given or withheld in Seller’s sole discretion (and Buyer shall in all events promptly return the Property to its prior condition and repair thereafter); (b) contact any consultant or other professional engaged by Seller or Tenant (or its representatives) without first notifying Seller; or (c) contact any Governmental Entity having jurisdiction over the Property without Seller’s express written consent (which shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records, zoning letters and/or to confirm that there are no violations at the Property); or (d) contact any member or partner of Seller or any lender or servicer with respect to the Existing Loan, in each case, without the prior written approval of Seller. Notices or consents under clause (b), (c) or (d) above may be given orally or by email by ▇▇▇▇ ▇▇▇▇▇▇▇ (Tel. ▇▇▇-▇▇▇-▇▇▇▇; email ▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). Seller shall have the right, at its option, to cause a representative of Seller to be present at all inspections, reviews and examinations of conducted hereunder. Buyer shall schedule any entry (by it or its designees) onto the Property conducted hereunderin advance with Seller. In the event of any termination hereunderhereunder (other than by reason of Seller’s default), Buyer shall return all documents and other materials furnished by Seller hereunder and at Seller’s written request, Buyer shall promptly deliver to Seller, without warranty, Seller copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party engaged without any representation or warranty as to the accuracy or completeness of such documents and subject to any confidentiality provisions contained therein. The “Confidentiality Agreement” and “Access Agreement” (each as hereinafter defined), if any, are hereby incorporated by Buyerthis reference and shall apply to this Agreement. Prior to ClosingTo the extent that there are any inconsistencies between the provisions of this Agreement and the provisions of the Confidentiality Agreement and/or the Access Agreement, the provisions of this Agreement shall govern and control. Buyer shall keep all be responsible to Seller for any breaches of the Confidentiality Agreement or the Access Agreement by any person or entity to whom information or data received access to the Property was given by or discovered in connection with any of through Buyer as though the inspections, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed breach were committed by Buyer (a) to the extent required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose itself. This Section 4.7.1 shall survive any termination of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence reviewreviews, inspections and examinations (and shall cause its consultants’ and other third parties’ reviews, inspections and examinations performed for or at the request of Buyer to be conducted) in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller Sellers or the Property (other than that arising from the discovery of preexisting conditions) Properties and so as to not unreasonably interfere with or disturb any tenant at or Sellers’ operation of the Property, and Properties. Buyer will indemnify, defend, and hold Seller Sellers, their respective members, partners, employees, manager, agents, officers, directors, shareholders, fiduciaries, attorneys, licensees, contractors, brokers, invitees, tenants and the Property Properties harmless from and against any such liability, damage, lien, loss, cost or expense, expense (except to the extent based on arising from the mere discovery of any such preexisting conditions pre-existing condition at the Properties or on the gross negligence or willful misconduct of Seller or Sellers). Prior to entry upon the Properties, Buyer shall provide Sellers with copies of certificates of insurance in accordance with the requirements set forth in the Access Agreement that shall be maintained by Buyer and each consultant which Buyer will have present on the Properties in connection with its employees or agents (investigations upon the foregoing obligation surviving any termination of this Agreement)Properties. Without limitation on the foregoing, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), in no event shall Buyer make Buyer: (a) conduct any intrusive physical testing (environmental, structural or otherwise) at the Property Properties (such as soil borings, water samplings or the like) or take physical samples from the Properties without Sellers’ express, prior written consent, which consent, as to such intrusive physical testing or sampling, may be given or withheld in Sellers’ sole discretion (and Buyer shall in all events promptly restore the Properties to substantially the same condition existing immediately prior to such entry (provided, however, Buyer shall have no obligation to repair any damage caused by the gross negligence or willful misconduct of Sellers or to restore any pre-existing latent defect or condition unless Buyer exacerbated such pre-existing latent defect or condition in violation of this Agreement)) and which consent to intrusive physical testing or sampling, may be further conditioned upon, among other things, Sellers’ approval of the following: (i) the insurance coverage of the contractor who will be conducting such testing or sampling, (ii) the scope and nature of the testing or sampling to be performed by such contractor, and (iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to Sellers; (b) contact any consultant or other professional engaged by Sellers or Tenant (or its representatives) without Sellers’ express, prior written consent (which consent shall not be unreasonably withheld); or (c) contact any Governmental Entity having jurisdiction over the Properties, other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials or applications of any kind, with the express understanding that Buyer shall not undertake any discussions or communications with any governmental officials without (i) Sellers’ express, prior written consent, which consent may be given or withheld in Sellers’ sole and absolute discretion for any reason or no reason, and (ii) participation by a representative of Sellers. Seller Without limitation of the foregoing, Buyer shall not be permitted to contact tenants of the Properties without giving Sellers (i) advance written notice, and (ii) the opportunity to have a representative of Sellers participate in any such communications. Sellers shall have the right, at its option, to cause a representative of Seller Sellers to be present at all inspections, reviews and examinations conducted hereunder. Buyer shall schedule any entry (by it or its designees) onto the Properties in advance with Sellers, upon not less than twenty-four (24) hours’ prior notice (written or e-mail) to Sellers or their authorized representative. Buyer shall keep the Properties free and clear of all mechanics’, materialmen’s and other liens resulting from the due diligence examinations or any of its other work under this Agreement. Buyer shall remove or bond over any liens within ten (10) days after Buyer becomes aware of the Property conducted hereundersame. Upon the completion of any inspection, review or examination, Buyer shall promptly restore the Properties to substantially the same condition existing immediately prior to Buyer’s conducting such inspection, review or examination, at Buyer’s sole cost and expense; provided, however, Buyer shall have no obligation to repair any damage caused by the gross negligence or willful misconduct of Sellers or to restore any pre-existing latent defect or condition unless Buyer exacerbated such pre-existing latent defect or condition in violation of this Agreement. In the event of any termination hereunderhereunder (other than by reason of Sellers’ default), Buyer shall return all documents and other materials furnished by Seller Sellers hereunder and at Seller’s Sellers’ written request, then Buyer shall promptly deliver to SellerSellers true, without warranty, accurate and complete copies of any draft or final written reports relating to the Property Properties prepared for or on behalf of Buyer by any third party engaged by without any representation or warranty as to the accuracy or completeness of such documents, all at Buyer’s sole cost and expense. Prior Notwithstanding anything to Closingthe contrary herein, Buyer shall keep all not be required to provide, copy or make available to Sellers any internal memoranda, appraisals and valuation reports and similar information or data received or discovered in connection with any of information covered by the inspections, reviews or examinations strictly confidentialattorney-client privilege. The Access Agreement is hereby incorporated by this reference and shall apply to this Agreement; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent required that the terms and conditions of the Access Agreement conflicts with this Agreement, the terms and conditions of this Agreement shall control. Buyer shall be responsible to Sellers for any breaches of the Access Agreement by law, (b) any person or entity to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) whom information or access to the extent such representatives and agents need to know such information for Properties was given by or through Buyer as though the purpose of evaluating breach were committed by Buyer itself. This Section 4.6.1 shall survive the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ Interests Limited Partnership (“H▇▇▇▇”) or its affiliates Closing or any other entities advised by H▇▇▇▇ or its affiliates to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements (including without limitation, the requirements termination of the Securities and Exchange Commission, the New York Stock Exchange and/or any similar body or agency), to comply with other requirements and requests of regulatory and supervisory authorities and self-regulatory organizations having jurisdiction over Buyer or Buyer’s representatives or affiliates, H▇▇▇▇ or its affiliates or any other entities advised by H▇▇▇▇ or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction)this Agreement.