Common use of Review Standards Clause in Contracts

Review Standards. (a) Buyer shall at all times conduct its due diligence reviews, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, so as to not unreasonably interfere with or disturb any tenant or 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 Sellers 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 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 such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions or 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 either Seller, or Seller's affiliates or agents. (c) Prior to entry upon any Constituent Property, Buyer shall provide Sellers with copies of certificates of insurance evidencing the following insurance coverages (naming Sellers 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: (a) 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 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 shall not be unreasonably withheld). Consents under clause (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by such other individuals designated in a written notice or 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, 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 Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either Seller’s request, Buyer shall promptly deliver to 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 permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This Section 4.4.1 shall survive any termination of this Agreement.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviewsreview, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, the Properties and so as to not unreasonably interfere with or disturb the Manager, any guest or any tenant or either Seller’s operation of its Constituent at the 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 Sellers Seller and the Properties harmless from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damageslien, liensloss, claims, liabilities cost or expenses expense (including, but not limited to, reasonable out-of-pocket attorneys’ fees) actually incurred by Sellers arising from or by reason the foregoing obligation surviving any termination 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 such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions or 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 either Seller, or Seller's affiliates or agents. (c) ). Prior to entry upon any Constituent a Property, Buyer shall provide Sellers Seller with copies of certificates of insurance evidencing the following comprehensive general liability insurance coverages policies (naming Sellers Seller as an additional insuredsinsured) that which 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’ its investigations upon the Property: (a) general liability insuranceProperties prior to the date of entry upon the Properties, from an insurer with an A.M Best rating of no less that A- VIIlimits, in the amount of not less than Two Million Dollars ($2,000,000) aggregate liability, coverages and insurers under such policies reasonably satisfactory to Seller which insurance shall provide coverage against claim policies must have limits for personal liability or physical property damage caused by Buyer bodily injury 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 death of not less than Five Million Dollars ($5,000,000) per for any one occurrence and not less than Five Million Dollars ($5,000,000) for property damage liability for any one occurrence. (d) . Without limitation on the foregoing, in no event shall Buyer: (ia) conduct make any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the applicable Seller’s prior express written consent, consent which consent, as to such intrusive or destructive physical testing or sampling, shall not be unreasonably withheld, conditioned withheld 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)) 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 any of the Employees Manager 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 a Property or the transaction contemplated hereunder, in each case without Sellers’ prior Seller’s express written consent (which shall not be unreasonably withheld) unless Buyer has a pre-existing contractual withheld or advisory relationship with such consultant or professionaldelayed); (iiic) contact any Governmental Entity governmental authority having jurisdiction over the Properties to discuss the a Property or the transaction contemplated hereunder without the applicable Seller’s prior express written consent (which shall not be unreasonably withheld) other than ordinary contact normally associated with customary withheld or delayed); provided, Buyer may in the course of its due diligence examinations that does not involve any discussions with contact 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 authorities with respect to determining Seller’s and the Existing MortgageHotel’s compliance with applicable zoning or building code requirements and regulations and other applicable laws and regulations, in each case, without and to cause the prior written consent transfer or issuance of either Seller all applicable licenses and permits (which shall not be unreasonably withheld)including liquor licenses) necessary for the continued normal operation of the Hotel following the Closing. Consents under clause (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by such other individuals designated in a written notice or 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 (. At Seller’s written request, at no expense to and without representation, warranty 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 liability to Buyer, and all copies and other reproductions of the Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Sellers in writing that provided Buyer has destroyed or returned all such materials, and (ii) upon either Seller’s requestthe right to do so, Buyer shall promptly deliver to Sellers 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 of this Agreement, Buyer shall return all thirddocuments and other materials furnished by Seller. Prior to Closing and subject to Section 10.15 hereof, Buyer shall keep all non-party reports prepared by public information or for Buyer data received or discovered in connection with any of Buyer’s inspection inspections, reviews or examinations strictly confidential, except for disclosures required to comply with applicable law and disclosures to representatives, investors, lenders, counsel and agents, provided such disclosures are on an as needed basis for Buyer’s acquisition of the Properties, and such persons are instructed to keep the information strictly confidential. In connection with any permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose The provisions of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This this Section 4.4.1 4.2.1 shall survive any termination of this Agreement.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviewsreview, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, the Property and so as to not unreasonably interfere with or disturb Manager, any guest or any tenant or either Seller’s operation of its Constituent Propertiesat the Property, and so as to comply with each Seller’s or any such tenant’s reasonable security requirements. (b) Buyer will indemnify, defend, and hold Sellers Seller and the Property harmless from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damageslien, liensloss, claims, liabilities cost or expenses expense (including, but not limited to, reasonable out-of-pocket attorneys’ fees) actually incurred by Sellers arising from or by reason the foregoing obligation surviving any termination 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 such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions or 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 either Seller, or Seller's affiliates or agents. (c) ). Prior to entry upon any Constituent the Property, Buyer shall provide Sellers Seller with copies of certificates of insurance evidencing the following comprehensive general liability insurance coverages policies (naming Sellers Seller as an additional insuredsinsured) that which 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’ its investigations upon the Property: (a) general liability insurance, from an insurer with an A.M Best rating Property prior to the date of 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 with limits, coverages and insurers under such policies reasonably satisfactory to Seller which insurance having policies must have limits no less than those required by state statute for bodily injury and federal statute, if applicable, and (c) excess (umbrella) liability insurance, meeting the requirements above, with limits death of not less than Five Million Dollars ($5,000,000) per for any one occurrence and not less than Five Million Dollars ($5,000,000) for property damage liability for any one occurrence. (d) . Without limitation on the foregoing, in no event shall Buyer: (ia) conduct make any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the applicable Seller’s prior express written consent, consent which consent, as to such intrusive or destructive physical testing or sampling, shall not may be unreasonably withheld, conditioned or delayed if such intrusive or destructive testing is recommended by a Phase I Environmental Site Assessment for the Properties withheld in Seller’s sole and absolute discretion (and Buyer shall in all events promptly return the Properties Property to their prior condition and repair thereafter); (ii) contact any and which may be further conditioned upon, among other things, Seller’s reasonable approval 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 shall not be unreasonably withheld). Consents under clause (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mailfollowing: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by such other individuals designated in a written notice or 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, 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) the insurance coverage of the contractor who 1. Seller will cooperate with Buyer shall promptly destroy or return all at Buyer’s request by using reasonable efforts to arrange a meeting for Buyer during the Due Diligence Materials provided Period with a senior official having jurisdiction of the PILOT 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. At Seller’s written request, at no expense to and without representation, warranty by Sellers or liability to Buyer, and all copies and other reproductions of the Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Sellers in writing that provided Buyer has destroyed or returned all such materials, and (ii) upon either Seller’s requestthe right to do so, Buyer shall promptly deliver to Sellers Seller true and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party. In the event of any termination of this Agreement, Buyer shall return all thirddocuments and other materials furnished by Seller. Prior to Closing and subject to Section 9.14 hereof, Buyer shall keep all non-party reports prepared by public information or for Buyer data received or discovered in connection with any of Buyer’s inspection inspections, reviews or examinations strictly confidential, except for disclosures required to comply with applicable law and disclosures to representatives, investors, lenders, counsel and agents, provided such disclosures are on an as needed basis for Buyer’s acquisition of the PropertiesProperty, and such persons are instructed to keep the information strictly confidential. In connection with any permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose The provisions of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This this Section 4.4.1 3.2.1 shall survive any termination of this Agreement.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviewsreview, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, the Property and so as to not unreasonably interfere with or disturb any tenant or either Seller’s operation of its Constituent Propertiesat the Property, and so as to comply with each Seller’s or any such tenant’s reasonable security requirements. (b) Buyer will indemnify, defend, and hold Sellers Seller and the Property harmless from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damageslien, liensloss, claimscost or expense; provided, liabilities or expenses (includinghowever, 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 toindemnification, defense and hold harmless obligations shall not apply with respect to Buyer’s mere discovery of any adverse condition or inspection of, the Properties or fact related to the Property Information, or nor with respect to any tests, inspections or other due diligence conducted by or on behalf diminution in value as a result of Buyer in connection with the transactions contemplated in this Agreement, except to the extent such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions such adverse facts. Buyer’s obligations set forth in the immediately preceding sentence shall survive the Closing or are otherwise caused by any existing conditions at any the termination of the Properties that are not exacerbated by Buyer or Buyer's Representatives or (ii) the gross negligence or willful misconduct of either Seller, or Seller's affiliates or agents. (c) this Agreement. Prior to entry upon any Constituent Propertythe Property by Seller or its Agents, Buyer shall provide Sellers Seller with copies of certificates of insurance evidencing the following commercial general liability insurance coverages policies (naming Sellers Seller as an additional insuredsinsured) that which 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’ its investigations upon the Property: (a) general liability insurance, from an insurer with an A.M Best rating Property prior to the date of 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, with terms, limits (b) worker’s compensation insurance having limits no less than those required 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 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 Seller. Notwithstanding the foregoing, in no event shall Buyer: (ia) conduct any intrusive or destructive physical invasive testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, testing for mold or bacterial growth, air quality testing, or the like) or take physical samples from the Properties without the applicable Seller’s prior express written consent, consent which consent, as to such intrusive invasive physical testing, may be given 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 withheld in Seller’s sole and absolute discretion (and Buyer shall in all events promptly return the Properties Property to their 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) contact any the scope and nature of the Employees or 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 either Seller to discuss the Property or the transaction contemplated hereunder, or contact any tenant of the Properties Property (or its representatives) (other than an affiliate of Buyer) to discuss the Property or the transaction contemplated hereunderwithout Seller’s express written consent, in each case without Sellers’ prior written consent (which shall not be unreasonably withheld) unless Buyer has withheld but may be conditioned upon Seller having a pre-existing contractual representative present during such contact (by telephone or advisory relationship with such consultant in person); or professional; (iiic) contact any Governmental Entity governmental authority having jurisdiction over the Properties to discuss the Property or the transaction contemplated hereunder without the applicable Seller’s prior express written consent (which shall not be unreasonably withheld) in its sole and absolute discretion, other than ordinary contact normally associated with customary due diligence examinations that does not involve reviewing governmental records without engaging in any discussions with governmental officials (except to the extent necessary to request records and to contact records). For the Town avoidance of Mount Pleasant Industrial Development Agency and doubt, the Westchester County Industrial Development Agency to ensure the continued effectiveness removal of existing tax incentive programs that benefit Buyer so long as Sellers are provided sufficient notice of such discussions tile or meetings and are permitted insulation shall deemed 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 shall not be unreasonably withheld)invasive testing. Consents under clause (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by such other individuals designated in a written notice or 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 the Property not leased by Buyer in writing and in advance with SellersSeller. In the event of any termination of this Agreement, 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 documents and other reproductions of the Due Diligence Materials materials furnished by Seller hereunder, including, without limitation, any studies, summaries or analyses furnished by Seller (and destroy any copies thereof made by Buyer and/or any of or its agentsagents or representatives). In addition, and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either at Seller’s written request, Buyer shall promptly deliver to Sellers Seller true, accurate and complete copies of all third-party any written reports relating to the Property prepared for or on behalf of Buyer by or any third party, without charge unless Buyer has terminated this Agreement due to a default on the part of Seller, in which event Seller shall be required to reimburse Buyer for Buyer in connection with Buyer’s inspection the costs of the Properties. In connection with any permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This Section 4.4.1 shall survive any termination of this Agreementsuch reports.

Review Standards. (a) Buyer shall use reasonable efforts at all times conduct its due diligence reviewsreview, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either any Seller or any Constituent Property, Property to be sold hereunder and so as to not unreasonably interfere with or disturb any tenant or either Seller’s operation of its Constituent Propertiesguest at the Property, and so as to comply with each Seller’s or any such tenant’s reasonable security requirements. (b) Buyer will indemnify, defend, and hold Sellers each Seller and each Property harmless from and against any reasonable out-of-pocket lossesand all liability, costsdamage, damageslien, liensloss, claimscost or expense caused by Buyer, liabilities or expenses (includingits Affiliates, 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 Informationdesignees, or any testsother third party acting at the direction, inspections or other due diligence conducted by or on behalf with the authorization, of Buyer in connection with (the transactions contemplated in foregoing obligation surviving any termination of this Agreement, except to the extent such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions or 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 either Seller, or Seller's affiliates or agents. (c) ). Prior to entry upon any Constituent Property, Buyer shall provide Sellers the applicable Seller with copies of certificates of insurance evidencing the following comprehensive general liability insurance coverages policies (naming Sellers such Seller as an additional insuredsinsured) that which 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’ its investigations upon such Property prior to the Property: (a) general liability insurance, from an insurer with an A.M Best rating date of 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 entry upon 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 with limits, coverages 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) insurers under such policies reasonably satisfactory to such Seller. Without limitation on the foregoing, in no event shall Buyer: (ia) conduct make any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties any Property (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the express written consent of the applicable Seller’s prior written consent, Seller which consent, as to such intrusive may be given 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 withheld in the Properties sole discretion of the applicable Seller (and Buyer shall in all events promptly return the Properties each Property to their 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) contact any the scope and nature of the Employees or any consultant or other professional engaged such testing to be performed 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 professionalcontractor; and (iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to the applicable Seller; or (b) contact any Governmental Entity governmental authority having jurisdiction over the Properties to discuss the any 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 express written consent of either the applicable Seller (which shall not be unreasonably withheld). Consents under clause (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by such other individuals designated in a written notice or 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 reasonterminated, (i) Buyer shall promptly destroy or return all Due Diligence Materials provided documents and other materials furnished by Sellers to Buyer, and all copies and other reproductions of . Before the Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either Seller’s requestClosing, Buyer shall promptly deliver to Sellers copies of keep all third-party reports prepared by information or for Buyer data received or discovered in connection with any of Buyer’s inspection inspections, reviews or examinations strictly confidential, except for disclosures to representatives, investors, lenders, counsel and agents, provided such disclosures are on an as needed basis for Buyer’s acquisition of the PropertiesProperty, and such persons are instructed to keep the information strictly confidential, except for such disclosures that are necessary to comply with applicable laws or to enforce this Agreement. In connection with any permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose The provisions of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This this Section 4.4.1 4.2.1 shall survive any termination of this Agreement.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviewsreview, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, so as to not unreasonably interfere with or disturb any tenant or either Seller’s operation of its Constituent Properties, the Property and so as to comply with each Seller’s or minimize any such tenant’s reasonable security requirements. (b) disturbance of any tenant at the Property, and Buyer will indemnify, defend, and hold Sellers Seller and the Property harmless from and against any reasonable out-of-pocket lossesliability, costsdamage, lien, loss, cost or 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, lienslien, claims, liabilities cost or expenses (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 expense to the extent such lossesarising out of the (a) negligence or intentional misconduct of Seller or its property manager or either of their employees, costs, damages, liens, claims, liabilities agents or expenses arise from contractors or (ib) the mere discovery of pre-existing conditions or are otherwise caused by any existing conditions at any of on the Properties that are not exacerbated by Buyer or Buyer's Representatives or (ii) the gross negligence or willful misconduct of either Seller, or Seller's affiliates or agents. (c) Property. Prior to entry upon any Constituent the Property, Buyer shall provide Sellers Seller with copies of certificates of insurance evidencing the following comprehensive general liability insurance coverages policies (naming Sellers Seller as an additional insuredsinsured) that which 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’ its investigations upon the Property: (a) general liability insurance, from an insurer with an A.M Best rating Property prior to the date of 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 Buyer make any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the applicable Seller’s prior express written consent, which consentmay be given or withheld in Seller’s reasonable discretion and which may be further conditioned upon, as to among other things, Seller’s reasonable approval of the following: (i) the insurance coverage of the contractor who will be conducting 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)testing; (ii) contact any the scope and nature of the Employees or any consultant or other professional engaged testing to be performed by either Seller such contractor, and (iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to discuss the Property or the transaction contemplated hereunder, or Seller; (b) contact any tenant of the Properties (or its representatives) (other than an affiliate of Buyer) to discuss the Property or the transaction contemplated hereunderwithout Seller’s written consent, 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; (iiic) contact any Governmental Entity governmental authority 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 consent as to 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 authorities shall not be unreasonably withheld). Consents Notwithstanding anything to the contrary contained herein, requests for consent and consents required under clause (ii), (iii), or (iv) above this Section 4.3 may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), phone or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), email and may be communicated directly or by such other individuals designated in a written notice or e-mail notice given by Sellers to Buyerthrough the Broker. Each Seller shall have the right, at its option, to cause a representative of such Seller to be present at all inspections, reviews, interviews 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 reasonterminates without closing, (i) Buyer shall promptly destroy or return all Due Diligence Materials provided by Sellers to Buyer, and all copies and other reproductions of the Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either at Seller’s written request, Buyer shall promptly deliver to Sellers Seller copies of all third-any written reports relating to the Property prepared for or on behalf of Buyer by any third party reports prepared by (other than legal counsel) without any representation or for Buyer in connection with Buyer’s inspection of warranty as to the Propertiescontents thereof and without any express or implied right to rely on such materials. In connection with any permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose the event of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This Section 4.4.1 shall survive any termination of this Agreement., Buyer shall return (or destroy) all documents and other materials furnished by Seller hereunder in Buyer’s possession. Buyer shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential, except (A) for disclosures to representatives, 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 (B) to the extent otherwise required by law 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 (ii) incorporating such changes as may be reasonably requested by Seller that would not result in a violation of applicable law. Notwithstanding the foregoing, Buyer may without prior notice to Seller make any disclosures that are required by the Securities and Exchange Commission or by any state or federal securities laws, rules, regulations, or orders. If Seller withholds any consent or approval under this Section then Buyer may elect to terminate this Agreement and Seller shall reimburse Buyer for its Transaction Costs as defined in Section 11.4 below. [Note: this language was included in the term sheet agreed to between the parties]

Review Standards. (a) Buyer shall at all times conduct its due diligence reviews, inspections, 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, cost or expense (other than normal and customary costs or expenses incurred by either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, the Property and so as to not unreasonably interfere with or disturb any tenant or 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) the Property. Buyer will indemnify, defend, and hold Sellers 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 reasonable out-of-pocket lossessuch liability, costsdamage, damageslien, liensloss, claims, liabilities cost or expenses expense (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 such losses, costs, damages, liens, claims, liabilities or expenses arise arising from (i) the mere discovery of any pre-existing conditions condition at the Property or 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 either Seller, or Seller's affiliates or agents. (c) ). Prior to entry upon any Constituent the Property, Buyer shall provide Sellers Seller with copies of certificates of insurance evidencing in accordance with the following insurance coverages (naming Sellers as additional insureds) requirements set forth in the Access Agreement that shall be maintained by Buyer and by any consultants and other third parties engaged by each consultant which Buyer will have present on the Property in connection with Buyer’s and such third parties’ its investigations upon the Property: (a) 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 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: (ia) conduct any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties Property without the applicable Seller’s express, prior written consent, which consent, as to such intrusive or destructive physical testing or sampling, shall not may be unreasonably withheld, conditioned given or delayed if such intrusive or destructive testing is recommended by a Phase I Environmental Site Assessment for the Properties withheld in Seller’s sole discretion (and Buyer shall in all events promptly return restore the Properties Property to their 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 repair thereafter); 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) contact any the scope and nature of the Employees 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 either Seller to discuss the Property or the transaction contemplated hereunder, or contact any tenant of the Properties Tenant (or its representatives) (other than an affiliate of Buyer) to discuss the Property or the transaction contemplated hereunderwithout Seller’s express, in each case without Sellers’ prior written consent (which consent shall not be unreasonably withheld) unless ); provided, however, Seller expressly authorizes Buyer has to contact and consult with Seller’s seismic consultant, Telesis Engineers, Inc., who is preparing a pre-existing contractual seismic report regarding the Property (the “Seller’s Seismic Report”); or advisory relationship with such consultant or professional; (iiic) 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) Property, other than ordinary contact normally associated with customary routine due diligence examinations that does not involve any discussions with governmental officials (except to or applications of any kind, with 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 express understanding that benefit Buyer so long as Sellers are provided sufficient notice of such shall not undertake any discussions or meetings and are permitted to be including in such discussions or meetings); or communications with any governmental officials without (ivi) 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 MortgageSeller’s express, in each case, without the 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 either Seller (which Seller. Without limitation of the foregoing, Buyer shall not be unreasonably withheld). Consents under clause permitted to contact Tenant of the Property without giving Seller (i) advance written notice, and (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by the opportunity to have a representative of Seller participate in any such other individuals designated in a written notice or e-mail notice given by Sellers to Buyercommunications. 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 the Property not leased by Buyer in writing and in advance with SellersSeller, which upon not less than twenty-four (24) hours’ prior notice (written or e-mail) to Seller or its authorized representative. Buyer shall be at least 24 hours in advance keep the Property free and clear of all such entries mechanics’, materialmen’s and other liens resulting from the due diligence examinations or any of its other work under this Agreement. Buyer shall be during normal business hours on a business dayremove or bond over any liens within ten (10) days after Buyer becomes aware of the same. If this Agreement is terminated for Upon the completion of any reasoninspection, (i) review or examination, Buyer shall promptly destroy restore the Property 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 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 hereunder (other than by reason of Seller’s default), Buyer shall return all Due Diligence Materials provided by Sellers to Buyer, and all copies documents and other reproductions of the Due Diligence Materials made materials furnished by Buyer and/or any of its agents, Seller hereunder and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either at Seller’s written request, then Buyer shall promptly deliver to Sellers Seller true, 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 without any representation or warranty as to the accuracy or completeness of such documents, all third-party reports prepared by or for Buyer in connection with at Buyer’s inspection of sole cost and expense. Notwithstanding anything to the Properties. In connection with any permitted testing, sampling, or other work performed hereundercontrary herein, Buyer shall promptly dispose not be required to provide, copy or make available to Seller any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. The Access Agreement is hereby incorporated by this reference and shall apply to this Agreement; provided, however, to the extent 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 any person or cause entity to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, whom information or other materials generated access to the Property was given by or removed through Buyer as though the breach were committed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunderitself. This Section 4.4.1 4.6.1 shall survive the Closing or any termination of this Agreement.

Review Standards. (a) Buyer shall at all times ---------------- conduct its due diligence reviewsreview, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, the Property and so as to not unreasonably interfere with or disturb the Manager, any guest or any tenant or either Seller’s operation of its Constituent Propertiesat the Property, and so as to comply with each Seller’s or any such tenant’s reasonable security requirements. (b) Buyer will indemnify, defend, and hold Sellers Seller and the Property harmless from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damageslien, liensloss, claims, liabilities cost or expenses expense (including, but not limited to, reasonable out-of-pocket attorneys’ fees) actually incurred by Sellers arising from or by reason the foregoing obligation surviving any termination 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 such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions or 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 either Seller, or Seller's affiliates or agents. (c) ). Prior to entry upon any Constituent the Property, Buyer shall provide Sellers Seller with copies of certificates of insurance evidencing the following comprehensive general liability insurance coverages policies (naming Sellers Seller as an additional insuredsinsured) that which 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’ its investigations upon the Property: (a) general liability insurance, from an insurer with an A.M Best rating Property prior to the date of 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 with limits, coverages 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) insurers under such policies reasonably satisfactory to Seller. Without limitation on the foregoing, in no event shall Buyer: (ia) conduct make any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the applicable Seller’s prior 's express written consent, consent which consent, as to such intrusive or destructive physical testing or sampling, shall not be unreasonably withheld, conditioned withheld 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 Property to their 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 any of the Employees Manager 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 Seller's express written consent (which shall not be unreasonably withheld) unless Buyer has a pre-existing contractual withheld or advisory relationship with such consultant or professionaldelayed); (iiic) contact any Governmental Entity governmental authority having jurisdiction over the Properties to discuss the Property or the transaction contemplated hereunder without the applicable Seller’s prior 's express written consent (which shall not be unreasonably withheld) other than ordinary contact normally associated with customary withheld or delayed); provided, Buyer may in the course of its due diligence examinations that does not involve any discussions with contact 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 authorities with respect to determining Seller's and the Existing MortgageHotel's compliance with applicable zoning or building code requirements and regulations and other applicable laws and regulations, in each case, without and to cause the prior written consent transfer or issuance of either Seller all applicable licenses and permits (which shall not be unreasonably withheld)including liquor licenses) necessary for the continued normal operation of the Hotel following the Closing. Consents under clause (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by such other individuals designated in a written notice or 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 (. At Seller's written request, at no expense to and without representation, warranty 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 liability to Buyer, and all copies and other reproductions of the Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Sellers in writing that provided Buyer has destroyed or returned all such materials, and (ii) upon either Seller’s requestthe right to do so, Buyer shall promptly deliver to Sellers Seller true and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party. In the event of any termination of this Agreement, Buyer shall return all thirddocuments and other materials furnished by Seller. Prior to Closing and subject to Section 10.15 hereof, Buyer shall keep all non-party reports prepared by public information or for Buyer data received or discovered in connection with any of Buyer’s inspection 's inspections, reviews or examinations strictly confidential, except for disclosures required to comply with applicable law and disclosures to representatives, investors, lenders, counsel and agents, provided such disclosures are on an as needed basis for Buyer's acquisition of the PropertiesProperty, and such persons are instructed to keep the information strictly confidential. In connection with any permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose The provisions of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This this Section 4.4.1 4.2.1 shall survive any termination of this Agreement.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviews, inspections, 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, cost or expense (other than normal to Sellers or the Properties and customary costs or expenses incurred by either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, so as to not unreasonably interfere with or disturb any tenant or either Seller’s Sellers’ operation of its Constituent the 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 Sellers Sellers, their respective members, partners, employees, manager, agents, officers, directors, shareholders, fiduciaries, attorneys, licensees, contractors, brokers, invitees, tenants and the Properties harmless from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damageslien, liensloss, claims, liabilities cost or expenses expense (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 such losses, costs, damages, liens, claims, liabilities or expenses arise arising from (i) the mere discovery of any pre-existing conditions or are otherwise caused by any existing conditions condition at any of the Properties that are not exacerbated by Buyer or Buyer's Representatives or (ii) the gross negligence or willful misconduct of either Seller, or Seller's affiliates or agents. (c) Sellers). Prior to entry upon any Constituent Propertythe Properties, Buyer shall provide Sellers with copies of certificates of insurance evidencing in accordance with the following insurance coverages (naming Sellers as additional insureds) requirements set forth in the Access Agreement that shall be maintained by Buyer and by any consultants and other third parties engaged by each consultant which Buyer will have present on the Properties in connection with Buyer’s and such third parties’ its investigations upon the Property: (a) 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 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) Properties. Without limitation on the foregoing, in no event shall Buyer: (ia) conduct any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the applicable Seller’s Sellers’ express, prior written consent, which consent, as to such intrusive or destructive physical testing or sampling, shall not may be unreasonably withheld, conditioned given or delayed if such intrusive or destructive testing is recommended by a Phase I Environmental Site Assessment for the Properties withheld in Sellers’ sole discretion (and Buyer shall in all events promptly return restore the Properties to their 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 repair thereafter); 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) contact any the scope and nature of the Employees 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 either Seller to discuss the Property Sellers or the transaction contemplated hereunder, or contact any tenant of the Properties Tenant (or its representatives) (other than an affiliate of Buyer) to discuss the Property or the transaction contemplated hereunder, in each case without Sellers’ express, prior written consent (which consent shall not be unreasonably withheld) unless Buyer has a pre-existing contractual ); or advisory relationship with such consultant or professional; (iiic) 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) Properties, other than ordinary contact normally associated with customary routine due diligence examinations that does not involve any discussions with governmental officials (except to or applications of any kind, with 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 express understanding that benefit Buyer so long as Sellers are provided sufficient notice of such shall not undertake any discussions or meetings and are permitted to be including in such discussions or meetings); or communications with any governmental officials without (ivi) 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 MortgageSellers’ express, in each case, without the 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 either Seller (which Sellers. Without limitation of the foregoing, Buyer shall not be unreasonably withheld). Consents under clause permitted to contact tenants of the Properties without giving Sellers (i) advance written notice, and (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by the opportunity to have a representative of Sellers participate in any such other individuals designated in a written notice or e-mail notice given by communications. Sellers to Buyer. Each Seller shall have the right, at its option, to cause a representative of such Seller Sellers 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 the Properties in advance with Sellers, which upon not less than twenty-four (24) hours’ prior notice (written or e-mail) to Sellers or their authorized representative. Buyer shall be at least 24 hours in advance keep the Properties free and clear of all such entries mechanics’, materialmen’s and other liens resulting from the due diligence examinations or any of its other work under this Agreement. Buyer shall be during normal business hours on a business dayremove or bond over any liens within ten (10) days after Buyer becomes aware of the same. If this Agreement is terminated for Upon the completion of any reasoninspection, (i) review or examination, Buyer shall promptly destroy 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 hereunder (other than by reason of Sellers’ default), Buyer shall return all Due Diligence Materials provided documents and other materials furnished by Sellers to Buyer, hereunder and all copies and other reproductions of the Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either Seller’s at Sellers’ written request, then Buyer shall promptly deliver to Sellers true, accurate and complete copies of any draft or final written reports relating to the Properties prepared for or on behalf of Buyer by any third party without any representation or warranty as to the accuracy or completeness of such documents, all third-party reports prepared by or for Buyer in connection with at Buyer’s inspection of sole cost and expense. Notwithstanding anything to the Properties. In connection with any permitted testing, sampling, or other work performed hereundercontrary herein, Buyer shall promptly dispose not be required to provide, copy or make available to Sellers any internal memoranda, appraisals and valuation reports and similar information or information covered by the attorney-client privilege. The Access Agreement is hereby incorporated by this reference and shall apply to this Agreement; provided, however, to the extent 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 any person or cause entity to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, whom information or other materials generated access to the Properties was given by or removed through Buyer as though the breach were committed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunderitself. This Section 4.4.1 4.6.1 shall survive the Closing or any termination of this Agreement.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviews, inspections, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, costcost or expense to any Seller, the Property, or expense (other than normal any Underlying Property and customary costs or expenses incurred by either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, so as to not unreasonably interfere with or disturb any tenant or either Seller’s operation of its Constituent Propertiesat the Underlying Property, and so as to comply with each Seller’s or any such tenant’s reasonable security requirements. (b) Buyer will indemnify, defend, and hold Sellers the Sellers, and each of the foregoing, harmless from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damageslien, liensloss, claims, liabilities cost or expenses expense (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 such losses, costs, damages, liens, claims, liabilities or expenses arise arising from (i) the mere discovery of existing conditions or 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 either Seller, or Seller's affiliates or its agents. (c) ). Prior to entry upon any Constituent Underlying Property, Buyer shall obtain the consent of the applicable Seller and provide Sellers with copies of certificates of insurance evidencing the following comprehensive general liability insurance coverages policies (naming Sellers the applicable Seller as an additional insuredsinsured) that which 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’ its investigations upon the Property: (a) 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 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 aboveUnderlying Properties, with limits of not less than Five Million Dollars ($5,000,000) per occurrence. (d) limits, coverages and insurers under such policies reasonably satisfactory to the applicable Seller. Without limitation on the foregoing, in no event shall Buyer: (ia) conduct any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties any Underlying Property (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the applicable Seller’s prior express written consent, which consent, as to such intrusive or destructive physical testing or sampling, consent 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 withheld (and Buyer shall in all events promptly return the Properties such Underlying Property to their its prior condition and repair thereafter); (iib) contact any of the Employees or any consultant or other professional engaged by either any Seller to discuss the Property or the transaction contemplated hereunder, or contact any tenant of the Properties any Underlying Property (or its representatives) (other than an affiliate of Buyer) to discuss without the Property or the transaction contemplated hereunder, in each case without Sellers’ prior applicable Seller’s express written consent (which shall not be unreasonably withheld) unless Buyer has a pre-existing contractual or advisory relationship with withheld subject to any further consent such consultant or professionalSeller must obtain); (iiic) contact any Governmental Entity governmental authority having jurisdiction over the Properties to discuss the an Underlying Property or the transaction contemplated hereunder without the applicable Seller’s prior express written consent (which shall not be unreasonably withheldwithheld subject to any further consent such Seller must obtain) other than ordinary contact normally associated with customary routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records records) and is limited to contact the Town a review 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)government records; or (ivd) 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, Loan without the prior written consent approval of either Seller (which shall not be unreasonably withheld). Consents under clause (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by such other individuals designated in a written notice or e-mail notice given by Sellers to Buyerthe 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, reviews and examinations conducted hereunder. (e) . Buyer shall schedule any entry (by it or its designees) onto any Constituent Underlying 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 daythe applicable Seller. If this Agreement is terminated for In the event of any reasontermination hereunder (other than by reason of any Seller’s default), (i1) Buyer shall promptly destroy or return all Due Diligence Materials provided documents and other materials furnished by Sellers to Buyer, hereunder and all destroy any copies and other reproductions of the Due Diligence Materials thereof made by Buyer and/or or any of its agents, and shall certify to Sellers in writing that Buyer has destroyed or returned all such materialsRepresentative, and (ii2) upon either at any Seller’s written request, Buyer shall promptly deliver to Sellers copies any written reports relating to the Property or any Underlying Property prepared for or on behalf of all third-Buyer by any third party reports prepared without representation or warranty and on an "as is" basis. Subject to Section 7.5.9 hereof, Buyer agrees and covenants with Sellers not to disclose to any third party (other than potential lenders, potential partners, other potential financing sources, accountants, attorneys and other consultants and advisors who need to know such information for the sole purpose of evaluating the Property and who are informed that such information is confidential) (i) any of the reports, studies, assessments, or any other documentation or information obtained by Buyer which relates to the Property or for 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 Buyer’s inspection of the Properties. In connection with any permitted testing, sampling, or other work performed hereundera legal proceeding, Buyer shall promptly dispose 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 reasonable efforts to preserve the confidentiality of the Evaluation Material, including, without limitation, by cooperating with Sellers, at Sellers' expense, to 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, Buyer shall deliver to Sellers or destroy, or cause to be disposed such delivery or destruction of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with copies of the investigations, samplings, or testing hereunderEvaluation Material. This Section 4.4.1 8.3 shall supersede, in its entirety, that certain Confidentiality Agreement dated January 27, 2007 by and between 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 event of a breach by Buyer of 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. (a) Buyer shall at all times conduct its due diligence reviews, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent the Property, so as to not unreasonably interfere with or disturb any tenant or either Seller’s operation of its Constituent Propertiesthe Property, and so as to comply with each 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 Sellers Seller 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 Sellers Seller arising from or by reason of Buyer's ’s and/or Buyer’s Representatives’ access to, or inspection of, the Properties Property or the Property InformationDue 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, except to the extent such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions or 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 either Seller, or Seller's affiliates or agents. (c) Prior to entry upon any Constituent PropertyOn or before the Effective Date, Buyer shall provide Sellers Seller with copies of certificates of insurance evidencing the following insurance coverages (naming Sellers 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: (ai) 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 Two Million [ * ] Dollars ($2,000,000[ * ]) aggregate liability, which insurance shall provide coverage against claim for personal liability or physical property damage caused by arising from Buyer and Buyer's ’s Representatives in connection with such inspections and tests and/or the entry or activities of Buyer and Buyer's ’s Representatives upon the Property, (bii) commercial automobile liability insurance for any vehicles with a $[ * ] combined single limit per accident for bodily injury and property damage, (iii) worker’s compensation insurance in conformity with the laws of California or as available on a voluntary basis, having limits no less than those required by state statute and federal statute, if applicable, (iv) employer’s liability insurance, meeting the requirements above, with limits of not less than [ * ] Dollars ($[ * ]) per occurrence for each of (X) bodily injury by accident and bodily injury by disease and (cY) bodily injury by disease for policy limit and (v) 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 Seller, any lien holder or other party with any interest in or contractual relationship with respect to discuss the Property or (with whom Buyer did not have a pre-existing relationship prior to the transaction contemplated hereunder, or contact any tenant of the Properties (or its representatives) (other than an affiliate of BuyerEffective Date) to discuss the Property or the transaction contemplated hereunder, in each case without Sellers’ Seller’s 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 Property 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 such routine inquiries as are customary in connection with customary due diligence examinations that does 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 (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)officials; 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 shall not be unreasonably withheld). Consents under clause (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx [ * ] (E‑mailE-mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx[ * ]; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967[ * ]), or by such other individuals designated in a written [ * ] = 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. notice or e-mail notice given by Sellers Seller 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, 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 Seller to Buyer, and all copies and other reproductions of the Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Sellers Seller in writing that Buyer has destroyed or returned all such materials, and (ii) upon either Seller’s request, Buyer shall promptly deliver to Sellers Seller copies of all third-party reports prepared by or for Buyer in connection with Buyer’s inspection of the PropertiesProperty. In connection with any permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This Section 4.4.1 4.4.2 shall survive any termination of this Agreement.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviews, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, the Property and so as to not unreasonably interfere with or disturb any tenant Tenant or 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 Sellers 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 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 such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions or 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 either Seller, or Seller's affiliates or agents. (c) Prior to entry upon any Constituent Property, Buyer shall provide Sellers with copies of certificates of insurance evidencing the following insurance coverages (naming Sellers 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: (a) 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 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: Buyer or any Licensee Parties: (ia) conduct any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties Property without the applicable Seller’s prior express written consent, which consent, as to such intrusive or destructive physical testing or sampling, shall not may be unreasonably withheld, conditioned given or delayed if such intrusive or destructive testing is recommended by a Phase I Environmental Site Assessment for the Properties withheld in Seller’s sole discretion (and Buyer shall in all events promptly return the Properties Property to their prior condition and repair thereafter); (iib) contact any of the Employees or any consultant or other professional engaged by either Seller to discuss the Property or the transaction contemplated hereunderSeller, or contact any tenant Tenant of the Properties Property (or its representatives) (other than an affiliate of Buyer) to discuss the Property or the transaction contemplated hereunder), in each case without Sellers’ prior Seller’s express written consent (which shall not be unreasonably withheld) unless Buyer has a pre-existing contractual ); or advisory relationship with such consultant or professional; (iiic) contact any Governmental Entity having jurisdiction over the Properties to discuss the Property or the transaction contemplated hereunder without the applicable Seller’s prior express written consent (which shall not be unreasonably withheld) other than ordinary contact normally associated with customary routine 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 meetingsrecords); or (ivd) 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 MortgageSeller, in each case, without the prior written consent approval of either Seller (which shall not be unreasonably withheld)Seller. Consents under clause (iib), (iii), c) or (ivd) above may be given by e-mail by Xxxxx Xxxxxxxx Xxxxxxx Xxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail000) 000-0000; E-mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967xxxxx@xxxxxxxxxxxxxxxxxx.xxx), or by such other individuals designated in a written notice or e-e- mail notice given by Sellers Seller to Buyer. Each Seller shall have the right, at its Seller’s 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 designeesLicensee Parties) onto any Constituent the Property not leased by Buyer in writing and in advance with SellersSeller, which shall be at least 24 hours one (1) Business Day in advance and all such entries shall be during normal business hours on a business dayBusiness Day. If this Agreement is terminated for In the event of any reasontermination hereunder, (i) Buyer shall promptly destroy or return all Due Diligence Materials provided furnished by Sellers to BuyerSeller hereunder, and all copies and other reproductions at Seller’s written request, if requested by Seller, Buyer shall, upon payment by Seller of the Due Diligence Materials made cost of any reports requested by Buyer and/or any of its agentsSeller, and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either Seller’s request, Buyer shall promptly deliver to 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 permitted testingSeller true, sampling, or other work performed hereunder, Buyer shall promptly dispose of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This Section 4.4.1 shall survive any termination of this Agreement.accurate and 10

Review Standards. (a) Buyer shall at all times conduct its any and all due diligence reviews, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, the Property and so as to not unreasonably interfere with or disturb any tenant or either Seller’s operation of its Constituent PropertiesTenant at the Property, and so as to comply with each Seller’s or any such tenant’s reasonable security requirements. (b) Buyer will indemnify, defend, and hold Sellers Seller and the Property harmless from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damageslien, liensloss, claims, liabilities cost or expenses expense (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 such losses, costs, damages, liens, claims, liabilities or expenses arise arising from (i) the mere discovery of existing conditions or 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 arising from Seller’s own negligence or willful misconduct of either Seller, or Seller's affiliates or agents. (c) misconduct). Prior to entry upon any Constituent the Property, Buyer shall provide Sellers Seller with copies of certificates of insurance evidencing the following comprehensive general liability insurance coverages policies (naming Sellers Seller as an additional insuredsinsured) that which 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’ its investigations upon the Property: (a) 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 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) limits, coverages and insurers under such policies reasonably satisfactory to Seller. Without limitation on the foregoing, in no event shall Buyer: (ia) conduct any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the applicable Seller’s prior express written consent, which consent, as to such intrusive physical testing, may be given 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 withheld in Seller’s sole discretion (and Buyer shall in all events promptly return the Properties Property to their its prior condition and repair thereafter); (iib) 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 Tenant (or its representatives) without first notifying Seller; or (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; (iiic) contact any Governmental Entity having jurisdiction over the Properties to discuss the Property or the transaction contemplated hereunder without the applicable Seller’s prior express written consent (which shall not be unreasonably withheld) other than ordinary contact normally associated with customary routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records and records, zoning letters and/or to contact confirm that there are no violations at 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 meetingsProperty); or (ivd) 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 MortgageLoan, in each case, without the prior written consent approval of either Seller (which shall not be unreasonably withheld)Seller. Consents Notices or consents under clause (iib), (iii), c) or (ivd) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), orally or by such other individuals designated in a written notice or eemail by Xxxx Xxxxxxx (Tel. 000-mail notice given by Sellers to Buyer000-0000; email xxxx_xxxxxxx@xxxxxxxxxxxx.xxx). 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 the Property not leased by Buyer in writing and in advance with SellersSeller. In the event of any termination hereunder (other than by reason of Seller’s default), 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 documents and other reproductions of the Due Diligence Materials made materials furnished by Buyer and/or any of its agents, Seller hereunder and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either at Seller’s written request, Buyer shall promptly deliver to Sellers Seller copies of all third-any written reports relating to the Property prepared for or on behalf of Buyer by any third party reports prepared 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 this reference and shall apply to this Agreement. To 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 be responsible to Seller for any breaches of the Confidentiality Agreement or the Access Agreement by any person or entity to whom information or access to the Property was given by or for through Buyer in connection with Buyer’s inspection of as though the Properties. In connection with any permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed breach were committed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunderitself. This Section 4.4.1 4.7.1 shall survive any termination of this Agreement.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviewsreview, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent the Property, so as to not unreasonably interfere with or disturb any tenant or 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 Sellers Seller and the Property harmless for, from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damagesloss, liens, claims, liabilities cost or expenses (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 expense to the extent such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions or are otherwise caused by any existing conditions at any of the Properties that are not exacerbated by Buyer or Buyer's Representatives its agents or consultants (ii) the gross negligence foregoing obligation surviving any termination of this Agreement), other than with respect to any conditions on or willful misconduct about the Property in existence as of either Seller, or Seller's affiliates or agents. (c) Prior to entry upon any Constituent Property, Buyer shall provide Sellers with copies of certificates of insurance evidencing the following insurance coverages (naming Sellers 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: (a) 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 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) Effective Date. Without limitation on of the foregoing, in no event shall Buyer: (i) conduct Buyer make any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, 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 express 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 shall not be unreasonably withheld). Consents under clause (ii)Prior to the Closing, (iii)only after Seller’s express specific written consent, given in Seller’s sole and absolute discretion, shall Buyer be entitled to make applications to any applicable local, municipal, county, state, or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975)federal agency for any change, authorization, or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967)approval related to zoning, entitlements, or by such any other individuals designated land use matter related to the Property whatsoever. Buyer will submit requests in a written notice or e-mail notice given by Sellers writing to Buyer. Each Seller shall have the right, at its option, to cause a representative for Seller’s approval of such Seller to be present at all inspections, 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 Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either Seller’s request, Buyer shall promptly deliver to Sellers copies of all third-party reports prepared by or for Buyer in connection with Buyer’s inspection of the Propertiesapplications. In connection with any permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose the event of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This Section 4.4.1 shall survive any termination of this Agreement, Buyer shall return to Seller all Property Documents received from Seller or Seller’s Broker. Buyer shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential 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 Buyer or its contractors, agents and representatives have in place commercial general liability insurance in an amount of at least One Million and 00/100 Dollars ($1,000,000.00) and workers compensation insurance if required by applicable law, and in at least the amounts required by applicable law, covering any accident arising in connection with the presence of Buyer, its contractors, agents and representatives on the Property, which insurance shall name Seller as an additional insured thereunder.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviewsreview, inspections, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, costcost or expense to Sellers, the Land, or expense the Improvements (other than normal and customary costs or expenses incurred excluding that arising from pre-existing conditions unless the pre-existing condition is exacerbated by either Seller in facilitating Buyer’s due diligence investigations in accordance with negligence or willful misconduct and then only to the terms extent of this Agreement) to either Seller or any Constituent Property, so as to not unreasonably interfere with or disturb any tenant or 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) exacerbation). Buyer will indemnify, defenddefend and hold harmless the “Seller Indemnified Parties” (as hereinafter defined), and hold Sellers harmless each of them, from and against any reasonable outpersonal injury, property damage, or mechanics liens (and any resulting liability, damage, loss, cost or expense) caused by such review, inspections, and examinations (and not from any pre-ofexisting conditions unless the pre-pocket losses, costs, damages, liens, claims, liabilities or expenses (including, but not limited to, reasonable out-of-pocket attorneys’ fees) actually incurred existing condition is exacerbated 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 such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions or 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 and then only to the extent of either such exacerbation). The foregoing obligations shall survive any termination of this Agreement. Buyer may, subject to the Applicable Seller’s reasonable consent (and, or Seller's affiliates or agents. (c) Prior to entry upon any Constituent Propertythe extent required, Buyer shall provide Sellers with copies the consent of certificates of insurance evidencing the following insurance coverages (naming Sellers as additional insureds) that shall be maintained by Buyer Non-Selling Member and by any consultants and all 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 no less that A- VII, in the amount of not less than Two Million Dollars ($2,000,000) aggregate liabilitywhose consent may be required, which insurance the Applicable Seller 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: use commercially reasonable efforts to obtain): (i) conduct make any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Land and the Improvements (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the applicable Seller’s prior written consent), which consent, as provided that Seller shall have no obligation to such consent to any intrusive or destructive physical testing or samplingon the Mission Bay Land (except for Mxxxx testing), 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 governmental authority having jurisdiction over the Properties Land and the Improvements. Sellers shall use commercially reasonable efforts 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 assist Buyer in its investigations and 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 third parties with respect to the Existing Mortgage, in each case, without the prior written consent of either Seller (which shall not be unreasonably withheld)Project Assets. Consents under clause (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by such other individuals designated in a written notice or e-mail notice given by Sellers to Buyer. Each The Applicable Seller shall have the right, at its option, to cause a representative of such the Applicable Seller to be present at all inspections, reviews, reviews and examinations (including tenant interviews) conducted hereunder. (e) . A draft copy of any environmental report prepared by or on behalf of 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 describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least 24 hours in advance and all such entries shall be during normal two (2) business hours on a business daydays before the report being finalized. 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 Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either Seller’s Upon Sellers’ request, Buyer shall promptly deliver use reasonable efforts to Sellers copies make available the consultant preparing such report for the purpose of all third-party reports prepared 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 or for Buyer in connection with Buyer’s inspection of respect to the PropertiesProject Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21. In connection with the event of any permitted testing, sampling, or termination hereunder (other work performed hereunderthan by reason of Sellers’ default), Buyer shall promptly dispose of (or cause to be disposed of)shall, at its sole cost in accordance with the Applicable Seller’s written request, return all applicable Laws, any waste, samples, or documents and other materials generated or removed furnished by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing Applicable Seller hereunder. This Section 4.4.1 shall survive any termination of this Agreement.

Review Standards. (a) Buyer Purchaser shall at all times conduct its due diligence reviewsreview, inspections, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost, cost or expense (other than normal to Seller, Assignor or the Property and customary costs or expenses incurred by either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, so as to not unreasonably interfere with or disturb any tenant or either Seller’s operation of its Constituent Propertiesat the Property, and so as to comply with each Seller’s or any such tenant’s reasonable security requirements. (b) Buyer Purchaser will indemnify, defend, and hold Sellers Seller, Assignor and the Property harmless from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damageslien, liensloss, claims, liabilities cost or expenses expense (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 such losses, costs, damages, liens, claims, liabilities or expenses arise arising from (i) the mere discovery of existing conditions or are otherwise caused by any existing conditions at any of the Properties that are not exacerbated by Buyer Purchaser or Buyer's Representatives or (ii) the gross negligence or willful misconduct of either Seller, or Seller's affiliates or its agents. (c) ). Prior to entry upon any Constituent the Property, Buyer Purchaser shall provide Sellers Seller and Assignor with copies of certificates of insurance evidencing the following comprehensive general liability insurance coverages policies (naming Sellers Seller and Assignor as additional insureds) that which shall be maintained by Buyer and by any consultants and other third parties engaged by Buyer Purchaser in connection with Buyer’s and such third parties’ its investigations upon the Property: (a) 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 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) limits, coverages and insurers under such policies reasonably satisfactory to Seller and Assignor. Without limitation on the foregoing, in no event shall BuyerPurchaser: (ia) conduct any intrusive or destructive on-site activity, including any physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the applicable Seller’s prior and Assignor’s express written consent, consent which consent, as to such intrusive physical testing, may be given 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 withheld in Seller’s and Assignor’s sole discretion (and Buyer Purchaser shall in all events promptly return the Properties Property to their its prior condition and repair thereafter); (iib) contact any of the Employees or any consultant or other professional engaged by either Seller to discuss the Property or the transaction contemplated hereunder, Assignor or contact any tenant of the Properties Property (or its representatives) (other than an affiliate of Buyer) to discuss the Property or the transaction contemplated hereunder, in each case without Sellers’ prior Seller’s and Assignor’s express written consent (which which, in the case of Assignor, shall not be unreasonably withheld) unless Buyer has a pre-existing contractual ); or advisory relationship with such consultant or professional; (iiic) contact any Governmental Entity governmental authority having jurisdiction over the Properties to discuss the Property or the transaction contemplated hereunder without the applicable Seller’s prior and Assignor’s express written consent (which which, in the case of Assignor, shall not be unreasonably withheld) other than ordinary contact normally associated with customary routine 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 shall not be unreasonably withheldrecords). Consents of Assignor under clause (ii), b) or clause (iii), or (ivc) above may be given orally or by e-mail email by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxxxx X. Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx000-000-0000; Telephone: 858‑207‑5967xxxxx@xxxxxxxxxx.xxx), or by such other individuals designated in a written notice or e-mail notice given by Sellers to Buyer. Each Seller and Assignor shall each have the right, at its option, to cause a representative of such Seller or Assignor, as the case may be, to be present at all inspections, reviews, reviews and examinations conducted hereunder. (e) Buyer . Purchaser shall schedule any entry (by it or its designees) onto any Constituent the Property not leased by Buyer in writing and in advance with SellersSeller and Assignor. In the event of any termination hereunder, which Purchaser 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 documents and other reproductions of the Due Diligence Materials made materials furnished by Buyer and/or any of its agents, Seller or Assignor hereunder and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either at Seller’s or Assignor’s written request, Buyer Purchaser shall promptly deliver to Sellers Seller and Assignor true, accurate and complete copies of all third-party any written reports relating to the Property prepared for or on behalf of Purchaser by or for Buyer in connection with Buyer’s inspection any third party. The provisions of the Properties. In connection with any permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This this Section 4.4.1 3.3 shall survive any termination of this Agreement.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviewsreview, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, the Property and so as to not unreasonably interfere with or disturb any tenant or either Seller’s operation of its Constituent Propertiesat the Property, and so as to comply with each Seller’s or any such tenant’s reasonable security requirements. (b) Buyer will indemnify, defend, and hold Sellers Seller and the Property harmless from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damagesloss, lienscost or expense (the foregoing obligation surviving any termination of this Agreement); provided, claimshowever, liabilities or expenses (including, but Buyer shall 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 be obligated to indemnify Seller or the Property Information, or any tests, inspections or other due diligence conducted by or with respect to Buyer’s mere discovery of pre-existing conditions on behalf of Buyer in connection with the transactions contemplated in this Agreement, Property except to the extent such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing conditions or 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 either Seller, or Seller's affiliates or agents. (c) Prior to entry upon any Constituent Property, Buyer shall provide Sellers with copies of certificates of insurance evidencing the following insurance coverages (naming Sellers 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: (a) 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 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: (ia) conduct make any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the applicable Seller’s express 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); (iib) 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 Property without Seller’s express prior written consent; or (or its representativesc) (other than an affiliate of Buyer) to discuss contact any governmental authority having jurisdiction over the Property or the transaction contemplated hereunder, in each case without Sellers’ prior Seller’s express 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 consent as 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 authorities shall not be unreasonably withheld). Consents under clause (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by such other individuals designated in a written notice or 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 Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either At Seller’s written request, Buyer shall promptly deliver to Sellers Seller true, accurate and complete copies of all third-party any written reports relating to the Property prepared for or on behalf of Buyer by or for Buyer in connection with Buyer’s inspection of the Propertiesany third party. In connection with any permitted testing, sampling, or other work performed hereunder, Buyer shall promptly dispose the event of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This Section 4.4.1 shall survive any termination of this Agreement, Buyer shall return all documents and other materials furnished by Seller hereunder. 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; provided that prior to making any such disclosures, Buyer will deliver written notice to Seller of any purported obligation to make such disclosure and, to the extent requested by Seller, will cooperate with Seller in objecting to such subpoena or court order.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviewsreview, 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 either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, the Property and so as to not unreasonably interfere with or disturb any tenant or either Seller’s operation of its Constituent Propertiesat the Property, and so as to comply with each Seller’s or any such tenant’s reasonable security requirements. (b) Buyer will indemnify, defend, and hold Sellers Seller and the Property harmless from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damageslien, liensloss, claims, liabilities cost or expenses expense (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 such losses, costs, damages, liens, claims, liabilities or expenses arise arising from (i) the mere discovery of existing conditions or 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 either Seller, or Seller's affiliates or its agents. (c) ). Prior to entry upon any Constituent the Property, Buyer shall provide Sellers Seller with copies of certificates of insurance evidencing the following comprehensive general liability insurance coverages policies (naming Sellers Seller as an additional insuredsinsured) that which 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’ its investigations upon the Property: (a) 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 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) limits, coverages and insurers under such policies reasonably satisfactory to Seller. Without limitation on the foregoing, in no event shall Buyer: (ia) conduct any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, samplings or the like) or take physical samples from the Properties without the applicable Seller’s prior express written consent, which consent, as to such intrusive physical testing, may be given 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 withheld in Seller’s sole discretion (and Buyer shall in all events promptly return the Properties Property to their its prior condition and repair thereafter); (iib) 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 Property (or its representatives) (other than an affiliate of Buyer) to discuss the Property or the transaction contemplated hereunder, in each case without Sellers’ prior Seller’s express written consent (which shall not be unreasonably withheld) unless Buyer has a pre-existing contractual ); or advisory relationship with such consultant or professional; (iiic) contact any Governmental Entity governmental authority having jurisdiction over the Properties to discuss the Property or the transaction contemplated hereunder without the applicable Seller’s prior express written consent (which shall not be unreasonably withheld) other than ordinary contact normally associated with customary routine 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 shall not be unreasonably withheldrecords). Consents under clause (ii), b) or clause (iii), or (ivc) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), orally or by such other individuals designated in a written notice email by Xxxx Xxxxxx (000-000-0000/xxxx.dorans@xxx.xxx) or e-mail notice given by Sellers to BuyerXxxx Xxxxxx (000-000-0000/xxxx.xxxxxx@xxx.xxx). 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 the Property not leased by Buyer in writing and in advance with SellersSeller. In the event of any termination hereunder (other than by reason of Seller’s default), 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 documents and other reproductions of the Due Diligence Materials made materials furnished by Buyer and/or any of its agents, Seller hereunder and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either at Seller’s written request, Buyer shall promptly deliver to Sellers Seller true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Buyer by any third party. The “Confidentiality Agreement” (as hereinafter defined), if any, is hereby incorporated by this reference and shall apply to all third-party reports prepared by information or for Buyer data received or discovered in connection with Buyer’s inspection any of the Properties. In connection with any permitted testingforegoing inspections, sampling, reviews or other work performed hereunder, Buyer shall promptly dispose of (or cause to be disposed of), at its sole cost in accordance with all applicable Laws, any waste, samples, or other materials generated or removed by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This Section 4.4.1 shall survive any termination of this Agreementexaminations.

Review Standards. (a) Buyer shall at all times conduct its due diligence reviewsreview, 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 normal that arising from the discovery of preexisting conditions) and customary costs or expenses incurred by either Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to either Seller or any Constituent Property, so as to not unreasonably interfere with or disturb any tenant or either Seller’s operation of its Constituent Propertiesat the Property, and so as to comply with each Seller’s or any such tenant’s reasonable security requirements. (b) Buyer will indemnify, defend, and hold Sellers Seller and the Property harmless from and against any reasonable out-of-pocket lossessuch liability, costsdamage, damagesloss, liens, claims, liabilities cost or expenses (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 Agreementexpense, except to the extent based on any such losses, costs, damages, liens, claims, liabilities or expenses arise from (i) the mere discovery of existing preexisting conditions or are otherwise caused by any existing conditions at any of on the Properties that are not exacerbated by Buyer or Buyer's Representatives or (ii) the gross negligence or willful misconduct of either Seller, Seller or Seller's affiliates its employees or agents. agents (c) Prior to entry upon the foregoing obligation surviving any Constituent Property, Buyer shall provide Sellers with copies termination of certificates of insurance evidencing the following insurance coverages (naming Sellers 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: (a) 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 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) 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: (i) conduct Buyer make any intrusive or destructive physical testing (environmental (includingenvironmental, without limitation, any Phase II environmental testing), structural, structural or otherwise) at the Properties Property (such as soil borings, water samplings, 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 shall not be unreasonably withheld). Consents under clause (ii), (iii), or (iv) above may be given by e-mail by Xxxxx Xxxxxxxx (E‑mail: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5975), or Xxxxx Xxxxx (E‑mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx; Telephone: 858‑207‑5967), or by such other individuals designated in a written notice or 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 of the Property conducted hereunder. (e) . In the event of any termination hereunder, 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 documents and other reproductions of the Due Diligence Materials made materials furnished by Buyer and/or any of its agents, Seller hereunder and shall certify to Sellers in writing that Buyer has destroyed or returned all such materials, and (ii) upon either at Seller’s written request, Buyer shall promptly deliver to Sellers 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 third-party reports prepared by information or for Buyer 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 inspection 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, Hxxxx Interests Limited Partnership (“Hxxxx”) or its affiliates or any other entities advised by Hxxxx 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 Properties. In connection 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, Hxxxx or its affiliates or any permitted testingother entities advised by Hxxxx or its affiliates, sampling(d) to comply with regulatory or judicial processes, or other work performed hereunder, Buyer shall promptly dispose (d) to satisfy reporting procedures and inquiries of (or cause to be disposed of), at its sole cost credit rating agencies in accordance with all applicable Laws, customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any waste, samples, information or data that is available to Buyer from any other materials generated or removed source (other than by reason of a breach by Buyer or by its agents or contractors arising from or in connection with the investigations, samplings, or testing hereunder. This Section 4.4.1 shall survive any termination of this Agreementsuch confidentiality restriction).