Common use of Review Standards Clause in Contracts

Review Standards. Purchaser shall at all times conduct its due diligence review, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller, Assignor or the Property and so as to not unreasonably interfere with or disturb any tenant at the Property, and Purchaser will indemnify, defend, and hold Seller, Assignor and the Property harmless from and against any such liability, damage, lien, loss, cost or expense (except to the extent arising from the mere discovery of existing conditions that are not exacerbated by Purchaser or its agents). Prior to entry upon the Property, Purchaser shall provide Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller and Assignor as additional insureds) which shall be maintained by Purchaser in connection with its investigations upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller and Assignor. Without limitation on the foregoing, in no event shall Purchaser: (a) conduct any on-site activity, including any physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s and Assignor’s express written consent which consent, as to physical testing, may be given or withheld in Seller’s and Assignor’s sole discretion (and Purchaser shall in all events promptly return the Property to its prior condition and repair thereafter); (b) contact any consultant or other professional engaged by Seller or Assignor or any tenant of the Property (or its representatives) without Seller’s and Assignor’s express written consent (which, in the case of Assignor, shall not be unreasonably withheld); or (c) contact any governmental authority having jurisdiction over the Property without Seller’s and Assignor’s express written consent (which, in the case of Assignor, shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records). Consents of Assignor under clause (b) or clause (c) above may be given orally or by email by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇). Seller and Assignor shall each have the right, at its option, to cause a representative of Seller or Assignor, as the case may be, to be present at all inspections, reviews and examinations conducted hereunder. Purchaser shall schedule any entry (by it or its designees) onto the Property in advance with Seller and Assignor. In the event of any termination hereunder, Purchaser shall return all documents and other materials furnished by Seller or Assignor hereunder and at Seller’s or Assignor’s written request, Purchaser shall promptly deliver to Seller and Assignor true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Purchaser by any third party. The provisions of this Section 3.3 shall survive any termination of this Agreement.

Review Standards. Purchaser Buyer shall at all times conduct its due diligence review, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to SellerSellers, Assignor the Land, or the Property Improvements (excluding that arising from pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and so as then only to not unreasonably interfere with or disturb any tenant at the Property, and Purchaser extent of such exacerbation). Buyer will indemnify, defenddefend and hold harmless the “Seller Indemnified Parties” (as hereinafter defined), and hold Sellereach of them, Assignor and the Property harmless from and against any such personal injury, property damage, or mechanics liens (and any resulting liability, damage, lien, loss, cost or expense expense) caused by such review, inspections, and examinations (except and not from any pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only to the extent arising from the mere discovery of existing conditions that are not exacerbated by Purchaser or its agentssuch exacerbation). Prior The foregoing obligations shall survive any termination of this Agreement. Buyer may, subject to entry upon the PropertyApplicable Seller’s reasonable consent (and, Purchaser to the extent required, the consent of the Non-Selling Member and all other third parties whose consent may be required, which the Applicable Seller shall provide Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability insurance policies use commercially reasonable efforts to obtain): (naming Seller and Assignor as additional insuredsi) which shall be maintained by Purchaser in connection with its investigations upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller and Assignor. Without limitation on the foregoing, in no event shall Purchaser: (a) conduct make any on-site activity, including any intrusive physical testing (environmental, structural or otherwise) at the Property Land and the Improvements (such as soil borings, water samplings or the like) without Seller’s ), provided that Seller shall have no obligation to consent to any intrusive physical testing on the Mission Bay Land (except for M▇▇▇▇ testing), and Assignor’s express written consent which consent, as to physical testing, may be given or withheld in Seller’s and Assignor’s sole discretion (and Purchaser shall in all events promptly return the Property to its prior condition and repair thereafter); (b) contact any consultant or other professional engaged by Seller or Assignor or any tenant of the Property (or its representatives) without Seller’s and Assignor’s express written consent (which, in the case of Assignor, shall not be unreasonably withheld); or (cii) contact any governmental authority having jurisdiction over the Property without Seller’s Land and Assignor’s express written consent (which, the Improvements. Sellers shall use commercially reasonable efforts to assist Buyer in the case of Assignor, shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any its investigations and discussions with governmental officials (except third parties with respect to the extent necessary to request records)Project Assets. Consents of Assignor under clause (b) or clause (c) above may be given orally or by email by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇). The Applicable Seller and Assignor shall each have the right, at its option, to cause a representative of the Applicable Seller or Assignor, as the case may be, to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. Purchaser A draft copy of any environmental report prepared by or on behalf of Buyer which describes the results of the Phase I environmental assessment shall schedule be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any entry (other environmental due diligence information acquired by it or its designees) onto Buyer with respect to the Property in advance with Seller and AssignorProject Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21. In the event of any termination hereunderhereunder (other than by reason of Sellers’ default), Purchaser shall Buyer shall, at the Applicable Seller’s written request, return all documents and other materials furnished by the Applicable Seller or Assignor hereunder and at Seller’s or Assignor’s written request, Purchaser shall promptly deliver to Seller and Assignor true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Purchaser by any third party. The provisions of this Section 3.3 shall survive any termination of this Agreementhereunder.

Review Standards. Purchaser Buyer shall at all times conduct its due diligence reviewreviews, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to any Seller, Assignor the Property, or the any Underlying Property and so as to not unreasonably interfere with or disturb any tenant at the Underlying Property, and Purchaser Buyer will indemnify, defend, and hold Sellerthe Sellers, Assignor and each of the Property foregoing, harmless from and against any such liability, damage, lien, loss, cost or expense (except to the extent arising from the mere discovery of existing conditions that are not exacerbated by Purchaser Buyer or its agents). Prior to entry upon the any Underlying Property, Purchaser Buyer shall provide obtain the consent of the applicable Seller and Assignor provide Sellers with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming the applicable Seller and Assignor as an additional insuredsinsured) which shall be maintained by Purchaser Buyer in connection with its investigations upon the PropertyUnderlying Properties, with limits, coverages and insurers under such policies reasonably satisfactory to Seller and Assignorthe applicable Seller. Without limitation on the foregoing, in no event shall PurchaserBuyer: (a) conduct any on-site activity, including any physical testing (environmental, structural or otherwise) at the any Underlying Property (such as soil borings, water samplings or the like) without the applicable Seller’s and Assignor’s express written consent which consent, as to physical testing, may which consent shall not be given or unreasonably withheld in Seller’s and Assignor’s sole discretion (and Purchaser Buyer shall in all events promptly return the such Underlying Property to its prior condition and repair thereafter); (b) contact any consultant or other professional engaged by any Seller or Assignor or any tenant of the any Underlying Property (or its representatives) without the applicable Seller’s and Assignor’s express written consent (which, in the case of Assignor, which shall not be unreasonably withheldwithheld subject to any further consent such Seller must obtain); or (c) contact any governmental authority having jurisdiction over the an Underlying Property without the applicable Seller’s and Assignor’s express written consent (which, in the case of Assignor, which shall not be unreasonably withheldwithheld subject to any further consent such Seller must obtain) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records)) and is limited to a review of government records; or (d) contact any lender or servicer with respect to the Existing Loan without the prior written approval of the applicable Seller. Consents of Assignor under clause (b) or clause (c) above may be given orally or by email by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇). 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 and examinations conducted hereunder. Purchaser Buyer shall schedule any entry (by it or its designees) onto the any Underlying Property in advance with Seller and Assignorthe applicable Seller. In the event of any termination hereunderhereunder (other than by reason of any Seller’s default), Purchaser (1) Buyer shall return all documents and other materials furnished by Seller or Assignor Sellers hereunder and destroy any copies thereof made by Buyer or any Buyer Representative, and (2) at any Seller’s or Assignor’s written request, Purchaser Buyer shall promptly deliver to Seller and Assignor true, accurate and complete copies of Sellers any written reports relating to the Property or any Underlying Property prepared for or on behalf of Purchaser Buyer by any third partyparty 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 to Sellers (the "Evaluation Material") (and whether provided by Sellers or obtained separately by Buyer) except to the extent either such disclosure is required by applicable law, order, rule or regulation (including, without limitation, any applicable state and federal securities laws and regulations). In the event that Buyer or any Buyer Representative is requested or required to disclose any of the Evaluation Material in connection with a legal proceeding, Buyer shall provide Sellers with prompt written notice of any such request or requirement so that Sellers may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 8.3. If, in the absence of a protective order or other remedy or the receipt of a waiver by Sellers, Buyer or any Buyer Representative is nonetheless, in the written opinion of counsel, legally compelled to disclose Evaluation Material to any tribunal or else stand liable for contempt or suffer other censure or penalty, Buyer or such Buyer Representative may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material which such counsel advises Buyer is legally required to be disclosed, provided that Buyer exercises its 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 such delivery or destruction of, all copies of the Evaluation Material. This Section 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 3.3 8.3 shall survive any termination of this Agreement.

Review Standards. Purchaser Buyer shall use reasonable efforts at all times conduct its due diligence review, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller, Assignor any Seller or the any Property to be sold hereunder and so as to not unreasonably interfere with or disturb any tenant guest at the Property, and Purchaser Buyer will indemnify, defend, and hold Seller, Assignor each Seller and the each Property harmless from and against any such and all liability, damage, lien, loss, cost or expense caused by Buyer, its Affiliates, designees, or any other third party acting at the direction, or with the authorization, of Buyer (except to the extent arising from the mere discovery foregoing obligation surviving any termination of existing conditions that are not exacerbated by Purchaser or its agentsthis Agreement). Prior to entry upon the any Property, Purchaser Buyer shall provide the applicable Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming such Seller and Assignor as an additional insuredsinsured) which shall be maintained by Purchaser Buyer in connection with its investigations upon such Property prior to the date of entry upon such Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller and Assignorsuch Seller. Without limitation on the foregoing, in no event shall PurchaserBuyer: (a) conduct make any on-site activity, including any intrusive physical testing (environmental, structural or otherwise) at the any Property (such as soil borings, water samplings or the like) without Seller’s and Assignor’s the express written consent of the applicable Seller which consent, as to physical testing, may be given or withheld in Seller’s and Assignor’s the sole discretion of the applicable Seller (and Purchaser Buyer shall in all events promptly return the each Property to its prior condition and repair thereafter)) and which may be further conditioned upon, among other things, the approval of the applicable Seller of the following: (i) the insurance coverage of the contractor who will be conducting such testing; (bii) contact any consultant or other professional engaged the scope and nature of such testing to be performed by Seller or Assignor or any tenant of such contractor; and (iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to the Property (or its representatives) without applicable Seller’s and Assignor’s express written consent (which, in the case of Assignor, shall not be unreasonably withheld); or (cb) contact any governmental authority having jurisdiction over the any Property without Seller’s and Assignor’s the express written consent of the applicable Seller (which, in the case of Assignor, which shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records). Consents of Assignor under clause (b) or clause (c) above may be given orally or by email by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇). Each Seller and Assignor shall each have the right, at its option, to cause a representative of Seller or Assignor, as the case may be, to be present at all inspections, reviews and examinations conducted hereunder. Purchaser shall schedule any entry (by it or its designees) onto the Property in advance with Seller and Assignor. In the event of any termination hereunderIf this Agreement is terminated, Purchaser Buyer shall return all documents and other materials furnished by Seller Sellers to Buyer. Before the Closing, Buyer shall keep all information or Assignor hereunder data received or discovered in connection with any of Buyer’s inspections, reviews or examinations strictly confidential, except for disclosures to representatives, investors, lenders, counsel and at Selleragents, provided such disclosures are on an as needed basis for Buyer’s acquisition of the Property, and such persons are instructed to keep the information strictly confidential, except for such disclosures that are necessary to comply with applicable laws or Assignor’s written request, Purchaser shall promptly deliver to Seller and Assignor true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Purchaser by any third partyenforce this Agreement. The provisions of this Section 3.3 4.2.1 shall survive any termination of this Agreement.

Review Standards. Purchaser Buyer shall at all times conduct its due diligence reviewreviews, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense (other than normal and customary costs or expenses incurred by Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to Seller, Assignor Seller or the Property and so as to not unreasonably interfere with or disturb any tenant at Tenant or Seller’s operation of the Property, and Purchaser will indemnify, defend, and hold Seller, Assignor and the Property harmless from and against any such liability, damage, lien, loss, cost or expense (except to the extent arising from the mere discovery of existing conditions that are not exacerbated by Purchaser or its agents). Prior to entry upon the Property, Purchaser shall provide Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller and Assignor as additional insureds) which shall be maintained by Purchaser in connection with its investigations upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller and Assignor. Without limitation on the foregoing, in no event shall Purchaser: Buyer or any Licensee Parties: (a) conduct any on-site activity, including any intrusive or destructive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) or take physical samples from the Property without Seller’s and Assignor’s express written consent consent, which consent, as to such intrusive or destructive physical testingtesting or sampling, may be given or withheld in Seller’s and Assignor’s sole discretion (and Purchaser Buyer shall in all events promptly return the Property to its their prior condition and repair thereafter); (b) contact any consultant or other professional engaged by Seller Seller, or Assignor or contact any tenant Tenant of the Property (or its representatives) ), in each case without Seller’s and Assignor’s express written consent (which, in the case of Assignor, which shall not be unreasonably withheld); or (c) contact any governmental authority Governmental Entity having jurisdiction over the Property without Seller’s and Assignor’s express written consent (which, in the case of Assignor, which shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records); or (d) contact any member or partner of Seller, in each case, without the prior written approval of Seller. Consents of Assignor under clause (b), (c) or clause (cd) above may be given orally or by email e-mail by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (Telephone: (▇▇▇-) ▇▇▇-▇▇▇▇; E-mail: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), or by such other individuals designated in a written notice or e- mail notice given by Seller to Buyer. Seller and Assignor shall each have the right, at its Seller’s option, to cause a representative of Seller or Assignor, as the case may be, to be present at all inspections, reviews and examinations conducted hereunder. Purchaser Buyer shall schedule any entry (by it or its designeesLicensee Parties) onto the Property in writing and in advance with Seller Seller, which shall be at least one (1) Business Day in advance and Assignorall such entries shall be during normal business hours on a Business Day. In the event of any termination hereunder, Purchaser Buyer shall return all documents and other materials Due Diligence Materials furnished by Seller or Assignor hereunder hereunder, and at Seller’s or Assignor’s written request, Purchaser shall if requested by Seller, Buyer shall, upon payment by Seller of the cost of any reports requested by Seller, promptly deliver to Seller and Assignor true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Purchaser by any third party. The provisions of this Section 3.3 shall survive any termination of this Agreement.10

Review Standards. Purchaser Buyer shall at all times conduct its any and all due diligence reviewreviews, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller, Assignor Seller or the Property and so as to not unreasonably interfere with or disturb any tenant Tenant at the Property, and Purchaser Buyer will indemnify, defend, and hold Seller, Assignor Seller and the Property harmless from and against any such liability, damage, lien, loss, cost or expense (except to the extent arising from the mere discovery of existing conditions that are not exacerbated by Purchaser or its agentsarising from Seller’s own negligence or willful misconduct). Prior to entry upon the Property, Purchaser Buyer shall provide Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller and Assignor as an additional insuredsinsured) which shall be maintained by Purchaser Buyer in connection with its investigations upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller and AssignorSeller. Without limitation on the foregoing, in no event shall PurchaserBuyer: (a) conduct any on-site activity, including any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s and Assignor’s express written consent consent, which consent, as to intrusive physical testing, may be given or withheld in Seller’s and Assignor’s sole discretion (and Purchaser Buyer shall in all events promptly return the Property to its prior condition and repair thereafter); (b) contact any consultant or other professional engaged by Seller or Assignor or any tenant of the Property Tenant (or its representatives) without first notifying Seller’s and Assignor’s express written consent (which, in the case of Assignor, shall not be unreasonably withheld); or (c) contact any governmental authority Governmental Entity having jurisdiction over the Property without Seller’s and Assignor’s express written consent (which, in the case of Assignor, which shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records, zoning letters and/or to confirm that there are no violations at the Property); or (d) contact any member or partner of Seller or any lender or servicer with respect to the Existing Loan, in each case, without the prior written approval of Seller. Consents of Assignor Notices or consents under clause (b), (c) or clause (cd) above may be given orally or by email by ▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇ (Tel. ▇▇▇-▇▇▇-▇▇▇▇; email ▇▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇). Seller and Assignor shall each have the right, at its option, to cause a representative of Seller or Assignor, as the case may be, to be present at all inspections, reviews and examinations conducted hereunder. Purchaser Buyer shall schedule any entry (by it or its designees) onto the Property in advance with Seller and AssignorSeller. In the event of any termination hereunderhereunder (other than by reason of Seller’s default), Purchaser Buyer shall return all documents and other materials furnished by Seller or Assignor hereunder and at Seller’s or Assignor’s written request, Purchaser Buyer shall promptly deliver to Seller and Assignor true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Purchaser Buyer by any third partyparty 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 through Buyer as though the breach were committed by Buyer itself. This Section 3.3 4.7.1 shall survive any termination of this Agreement.

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

Review Standards. Purchaser (a) Buyer shall at all times conduct its due diligence reviewreviews, 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 and customary costs or expenses incurred by Seller in facilitating Buyer’s due diligence investigations in accordance with the terms of this Agreement) to Seller, Assignor Seller or the Property and Property, so as to not unreasonably interfere with or disturb any tenant at or Seller’s operation of the Property, and Purchaser so as to comply with Seller’s or any such tenant’s reasonable security requirements. Buyer shall not permit any liens or encumbrances to be placed against the Property in connection with Buyer’s investigation and inspection of the Property and/or in connection with Buyer’s activities on or around the Property. Any entry onto the Property by Buyer shall be at such Buyer’s own risk. Buyer shall further be responsible for the protection of any or all personal property brought onto the Property by any Buyer’s Representative. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) Buyer will compensate, indemnify, defend, and hold Seller, Assignor and the Property Seller harmless from and against any such liabilityreasonable out-of-pocket losses, damagecosts, liendamages, lossliens, cost claims, liabilities or expense expenses (except to the extent including, but not limited to, reasonable out-of-pocket attorneys’ fees) actually incurred by Seller arising from or by reason of Buyer’s and/or Buyer’s Representatives’ access to, or inspection of, the mere discovery Property or the Due Diligence Materials, or any tests, inspections or other due diligence conducted by or on behalf of existing conditions that are not exacerbated by Purchaser Buyer in connection with the transactions contemplated in this Agreement. (c) On or its agents). Prior to entry upon before the PropertyEffective Date, Purchaser Buyer shall provide Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability the following insurance policies coverages (naming Seller Seller, [ * ] and Assignor their respective affiliates and their respective officers, directors, shareholders, members, partners, employees, successors and assigns, as additional insureds) which that shall be maintained by Purchaser Buyer and by any consultants and other third parties engaged by Buyer in connection with its Buyer’s and such third parties’ investigations upon the Property: (i) general liability insurance, from an insurer with an A.M Best rating of no less that A- VII, in the amount of not less than [ * ] Dollars ($[ * ]) aggregate liability, which insurance shall provide coverage against claim for personal liability or physical property damage arising from Buyer and Buyer’s Representatives in connection with such inspections and tests and/or the entry or activities of Buyer and Buyer’s Representatives upon the Property, (ii) commercial automobile liability insurance for any vehicles with a $[ * ] combined single limit per accident for bodily injury and property damage, (iii) worker’s compensation insurance in conformity with the laws of California or as available on a voluntary basis, having limits no less than those required by state statute and federal statute, if applicable, (iv) employer’s liability insurance, meeting the requirements above, with limitslimits of not less than [ * ] Dollars ($[ * ]) per occurrence for each of (X) bodily injury by accident and bodily injury by disease and (Y) bodily injury by disease for policy limit and (v) excess (umbrella) liability insurance, coverages and insurers under such policies reasonably satisfactory to Seller and Assignor. meeting the requirements above, with limits of not less than [ * ] Dollars ($[ * ]) per occurrence. (d) Without limitation on the foregoing, in no event shall PurchaserBuyer: (a) conduct any on-site activity, including any physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s and Assignor’s express written consent which consent, as to physical testing, may be given or withheld in Seller’s and Assignor’s sole discretion (and Purchaser shall in all events promptly return the Property to its prior condition and repair thereafter); (bi) contact any of the Employees or any consultant or other professional engaged by Seller Seller, any lien holder or Assignor other party with any interest in or any tenant of contractual relationship with respect to the Property (with whom Buyer did not have a pre-existing relationship prior to the Effective Date) to discuss the Property or its representatives) the transaction contemplated hereunder, in each case without Seller’s and Assignor’s express prior written consent (which, in the case of Assignor, which shall not be unreasonably withheld); or (ciii) contact any governmental authority Governmental Entity having jurisdiction over the Property to discuss the Property or the transaction contemplated hereunder without Seller’s and Assignor’s express prior written consent (which, in the case of Assignor, which shall not be unreasonably withheld) other than ordinary contact normally associated such routine inquiries as are customary in connection with routine 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 officials; or (except iv) contact any member or partner of Seller (other than representatives of [ * ]) or any lender or servicer with respect to the extent necessary to request recordsExisting Mortgage, in each case, without the prior written consent of Seller (which shall not be unreasonably withheld). Consents of Assignor under clause (b) ii), (iii), or clause (civ) above may be given orally by e-mail by [ * ] (E-mail: [ * ]; Telephone: [ * ]), or by email 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇)Seller to Buyer. Seller and Assignor shall each have the right, at its option, to cause a representative of Seller or Assignor, as the case may be, to be present at all inspections, reviews reviews, and examinations conducted hereunder. Purchaser . (e) If this Agreement is terminated for any reason, (i) Buyer shall schedule any entry (by it promptly destroy or its designees) onto the Property in advance with Seller and Assignor. In the event of any termination hereunder, Purchaser shall return all documents Due Diligence Materials provided by Seller to Buyer, and all copies and other materials furnished reproductions of the Due Diligence Materials made by Buyer and/or any of its agents, and shall certify to Seller in writing that Buyer has destroyed or Assignor hereunder returned all such materials, and at (ii) upon Seller’s or Assignor’s written request, Purchaser Buyer shall promptly deliver to Seller and Assignor true, accurate and complete copies of all third-party reports prepared by or for Buyer in connection with Buyer’s inspection of the Property. In connection with any written reports relating 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 Property prepared for investigations, samplings, or on behalf of Purchaser by any third partytesting hereunder. The provisions of this This Section 3.3 4.4.2 shall survive any termination of this Agreement.

Review Standards. Purchaser Buyer shall at all times conduct its due diligence review, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller, Assignor Seller or the Property and so as to not unreasonably interfere with or disturb minimize any disturbance of any tenant at the Property, and Purchaser Buyer will indemnify, defend, and hold Seller, Assignor Seller and the Property harmless from and against any such liability, damage, lien, loss, cost or expense (except the foregoing obligation surviving any termination of this Agreement) arising out of or relating to any personal injury or property damage caused by Buyer or its representatives, [Note: this language was part of the term sheet signed by the parties] excluding, however, any liability, damages, lien, cost or expense to the extent arising from out of the (a) negligence or intentional misconduct of Seller or its property manager or either of their employees, agents or contractors or (b) mere discovery of pre-existing conditions that are not exacerbated by Purchaser or its agents)on the Property. Prior to entry upon the Property, Purchaser Buyer shall provide Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller and Assignor as an additional insuredsinsured) which shall be maintained by Purchaser Buyer in connection with its investigations upon the Property prior to the date of entry upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller and Assignor. Without limitation on the foregoing, in no event shall Purchaser: (a) conduct Buyer make any on-site activity, including any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s and Assignor’s express written consent which consent, as to physical testing, which may be given or withheld in Seller’s reasonable discretion and Assignorwhich may be further conditioned upon, among other things, Seller’s sole discretion reasonable approval of the following: (i) the insurance coverage of the contractor who will be conducting such testing; (ii) the scope and Purchaser shall nature of the testing to be performed by such contractor, and (iii) a written confidentiality agreement by such contractor in all events promptly return the Property form reasonably satisfactory to its prior condition and repair thereafter)Seller; (b) contact any consultant or other professional engaged by Seller or Assignor or any tenant of the Property (or its representatives) without Seller’s and Assignor’s express written consent (whichconsent, in the case of Assignor, which shall not be unreasonably withheld); or (c) contact any governmental authority having jurisdiction over the Property without Seller’s and Assignor’s express written consent (which, in the case of Assignor, which consent as to governmental authorities shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except ). Notwithstanding anything to the extent necessary to request records). Consents of Assignor contrary contained herein, requests for consent and consents required under clause (b) or clause (c) above this Section 4.3 may be given orally by phone or by email by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇)and may be communicated directly or through the Broker. Seller and Assignor shall each have the right, at its option, to cause a representative of Seller or Assignor, as the case may be, to be present at all inspections, reviews reviews, interviews and examinations conducted hereunder. Purchaser shall schedule any entry (by it or its designees) onto the Property in advance with Seller and Assignor. In the event of any termination hereunderIf this Agreement terminates without closing, Purchaser shall return all documents and other materials furnished by Seller or Assignor hereunder and at Seller’s or Assignor’s written request, Purchaser Buyer shall promptly deliver to Seller and Assignor true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Purchaser Buyer by any third partyparty (other than legal counsel) without any representation or warranty as to the contents thereof and without any express or implied right to rely on such materials. The provisions In the event of this Section 3.3 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. Purchaser Buyer shall at all times conduct its due diligence review, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller, Assignor Seller or the Property and so as to not unreasonably interfere with or disturb any tenant at the Property, and Purchaser Buyer will indemnify, defend, and hold Seller, Assignor Seller and the Property harmless from and against any such liability, damage, lien, loss, cost or expense (except to the extent arising from the mere discovery of existing conditions that are not exacerbated by Purchaser Buyer or its agents). Prior to entry upon the Property, Purchaser Buyer shall provide Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller and Assignor as an additional insuredsinsured) which shall be maintained by Purchaser Buyer in connection with its investigations upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller and AssignorSeller. Without limitation on the foregoing, in no event shall PurchaserBuyer: (a) conduct any on-site activity, including any physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s and Assignor’s express written consent consent, which consent, as to physical testing, may be given or withheld in Seller’s and Assignor’s sole discretion (and Purchaser Buyer shall in all events promptly return the Property to its prior condition and repair thereafter); (b) contact any consultant or other professional engaged by Seller or Assignor or any tenant of the Property (or its representatives) without Seller’s and Assignor’s express written consent (which, in the case of Assignor, which shall not be unreasonably withheld); or (c) contact any governmental authority having jurisdiction over the Property without Seller’s and Assignor’s express written consent (which, in the case of Assignor, which shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records). Consents of Assignor under clause (b) or clause (c) above may be given orally or by email by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇; /▇▇▇▇.dorans@▇▇▇.▇▇▇) or ▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇/▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇). Seller and Assignor shall each have the right, at its option, to cause a representative of Seller or Assignor, as the case may be, to be present at all inspections, reviews and examinations conducted hereunder. Purchaser Buyer shall schedule any entry (by it or its designees) onto the Property in advance with Seller and AssignorSeller. In the event of any termination hereunderhereunder (other than by reason of Seller’s default), Purchaser Buyer shall return all documents and other materials furnished by Seller or Assignor hereunder and at Seller’s or Assignor’s written request, Purchaser Buyer shall promptly deliver to Seller and Assignor true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Purchaser Buyer by any third party. The provisions “Confidentiality Agreement” (as hereinafter defined), if any, is hereby incorporated by this reference and shall apply to all information or data received or discovered in connection with any of this Section 3.3 shall survive any termination of this Agreementthe foregoing inspections, reviews or examinations.

Review Standards. Purchaser Buyer shall at all times conduct its due diligence review, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller, Assignor Seller or the Property and so as to not unreasonably interfere with or disturb any tenant at the Property, and Purchaser Buyer will indemnify, defend, and hold Seller, Assignor Seller and the Property harmless from and against any such liability, damage, lien, loss, cost or expense (the foregoing obligation surviving any termination of this Agreement); provided, however, Buyer shall not be obligated to indemnify Seller or the Property with respect to Buyer’s mere discovery of pre-existing conditions on the Property except to the extent arising from the mere discovery of existing conditions that are not exacerbated by Purchaser or its agents). Prior to entry upon the Property, Purchaser shall provide Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller and Assignor as additional insureds) which shall be maintained by Purchaser in connection with its investigations upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller and AssignorBuyer. Without limitation on the foregoing, in no event shall PurchaserBuyer: (a) conduct make any on-site activity, including any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s and Assignor’s express prior written consent which consent, as to physical testing, may be given or withheld in Seller’s and Assignor’s sole discretion (and Purchaser shall in all events promptly return the Property to its prior condition and repair thereafter); (b) contact any consultant or other professional engaged by Seller or Assignor or any tenant of the Property (or its representatives) without Seller’s and Assignor’s express prior written consent (which, in the case of Assignor, shall not be unreasonably withheld)consent; or (c) contact any governmental authority having jurisdiction over the Property without Seller’s and Assignor’s express written consent (which, in the case of Assignor, which consent as to governmental authorities shall not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials (except to the extent necessary to request records). Consents of Assignor under clause (b) or clause (c) above may be given orally or by email by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇). Seller and Assignor shall each have the right, at its option, to cause a representative of Seller or Assignor, as the case may be, to be present at all inspections, reviews and examinations conducted hereunder. Purchaser shall schedule any entry (by it or its designees) onto the Property in advance with Seller and Assignor. In the event of any termination hereunder, Purchaser shall return all documents and other materials furnished by Seller or Assignor hereunder and at At Seller’s or Assignor’s written request, Purchaser Buyer shall promptly deliver to Seller and Assignor true, accurate and complete copies of any written reports relating to the Property prepared for or on behalf of Purchaser Buyer by any third party. The provisions In the event of this Section 3.3 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. Purchaser Buyer shall at all times conduct its due diligence review, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller, Assignor Seller or the Property Properties and so as to not unreasonably interfere with or disturb the Manager, any guest or any tenant at the PropertyProperties, and Purchaser Buyer will indemnify, defend, and hold Seller, Assignor Seller and the Property Properties harmless from and against any such liability, damage, lien, loss, cost or expense (except to the extent arising from the mere discovery foregoing obligation surviving any termination of existing conditions that are not exacerbated by Purchaser or its agentsthis Agreement). Prior to entry upon the a Property, Purchaser Buyer shall provide Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller and Assignor as an additional insuredsinsured) which shall be maintained by Purchaser Buyer in connection with its investigations upon the PropertyProperties prior to the date of entry upon the Properties, with limits, coverages and insurers under such policies reasonably satisfactory to Seller which insurance policies must have limits for bodily injury and Assignordeath of not less than Five Million Dollars ($5,000,000) for any one occurrence and not less than Five Million Dollars ($5,000,000) for property damage liability for any one occurrence. Without limitation on the foregoing, in no event shall PurchaserBuyer: (a) conduct make any on-site activity, including any intrusive physical testing (environmental, structural or otherwise) at the Property Properties (such as soil borings, water samplings or the like) without Seller’s and Assignor’s express written consent which consent, as to physical testing, may shall not be given unreasonably withheld or withheld in Seller’s and Assignor’s sole discretion delayed (and Purchaser Buyer shall in all events promptly return the Property Properties to its 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 consultant or other professional engaged by Seller or Assignor the Manager or any tenant of the a Property (or its representatives) without Seller’s and Assignor’s express written consent (which, in the case of Assignor, which shall not be unreasonably withheldwithheld or delayed); or (c) contact any governmental authority having jurisdiction over the a Property without Seller’s and Assignor’s express written consent (which, in the case of Assignor, which shall not be unreasonably withheld) other than ordinary contact normally associated with routine withheld or delayed); provided, Buyer may in the course of its due diligence examinations that does not involve any discussions contact governmental authorities with governmental officials respect to determining Seller’s and the Hotel’s compliance with applicable zoning or building code requirements and regulations and other applicable laws and regulations, and to cause the transfer or issuance of all applicable licenses and permits (except to including liquor licenses) necessary for the extent necessary to request records). Consents continued normal operation of Assignor under clause (b) or clause (c) above may be given orally or by email by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇)the Hotel following the Closing. Seller and Assignor shall each have the right, at its option, to cause a representative of Seller or Assignor, as the case may be, to be present at all inspections, reviews and examinations conducted hereunder. Purchaser At Seller’s written request, at no expense to and without representation, warranty by or liability to Buyer, and provided Buyer has the right to do so, Buyer shall schedule promptly deliver to Seller true and complete copies of any entry (written reports relating to a Property prepared for or on behalf of Buyer by it or its designees) onto the Property in advance with Seller and Assignorany third party. In the event of any termination hereunderof this Agreement, Purchaser Buyer shall return all documents and other materials furnished by Seller Seller. Prior to Closing and subject to Section 10.15 hereof, Buyer shall keep all non-public information or Assignor hereunder data received or discovered in connection with any of Buyer’s inspections, reviews or examinations strictly confidential, except for disclosures required to comply with applicable law and at Sellerdisclosures to representatives, investors, lenders, counsel and agents, provided such disclosures are on an as needed basis for Buyer’s or Assignor’s written requestacquisition of the Properties, Purchaser shall promptly deliver and such persons are instructed to Seller and Assignor true, accurate and complete copies of any written reports relating to keep the Property prepared for or on behalf of Purchaser by any third partyinformation strictly confidential. The provisions of this Section 3.3 4.2.1 shall survive any termination of this Agreement.

Review Standards. Purchaser Buyer shall at all times ---------------- conduct its due diligence review, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to Seller, Assignor Seller or the Property and so as to not unreasonably interfere with or disturb the Manager, any guest or any tenant at the Property, and Purchaser Buyer will indemnify, defend, and hold Seller, Assignor Seller and the Property harmless from and against any such liability, damage, lien, loss, cost or expense (except to the extent arising from the mere discovery foregoing obligation surviving any termination of existing conditions that are not exacerbated by Purchaser or its agentsthis Agreement). Prior to entry upon the Property, Purchaser Buyer shall provide Seller and Assignor with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller and Assignor as an additional insuredsinsured) which shall be maintained by Purchaser Buyer in connection with its investigations upon the Property prior to the date of entry upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller and AssignorSeller. Without limitation on the foregoing, in no event shall PurchaserBuyer: (a) conduct make any on-site activity, including any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller’s and Assignor’s 's express written consent which consent, as to physical testing, may shall not be given unreasonably withheld or withheld in Seller’s and Assignor’s sole discretion delayed (and Purchaser Buyer shall in all events promptly return the Property to its prior condition and repair thereafter)) and which may be further conditioned upon, among other things, Seller's reasonable approval of the following: (i) the insurance coverage of the contractor who will be conducting such testing; and (ii) the scope and nature of such testing to be performed by such contractor; (b) contact any consultant or other professional engaged by Seller or Assignor the Manager or any tenant of the Property (or its representatives) without Seller’s and Assignor’s 's express written consent (which, in the case of Assignor, which shall not be unreasonably withheldwithheld or delayed); or (c) contact any governmental authority having jurisdiction over the Property without Seller’s and Assignor’s 's express written consent (which, in the case of Assignor, which shall not be unreasonably withheld) other than ordinary contact normally associated with routine withheld or delayed); provided, Buyer may in the course of its due diligence examinations that does not involve any discussions contact governmental authorities with governmental officials respect to determining Seller's and the Hotel's compliance with applicable zoning or building code requirements and regulations and other applicable laws and regulations, and to cause the transfer or issuance of all applicable licenses and permits (except to including liquor licenses) necessary for the extent necessary to request records). Consents continued normal operation of Assignor under clause (b) or clause (c) above may be given orally or by email by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (▇▇▇-▇▇▇-▇▇▇▇; ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇)the Hotel following the Closing. Seller and Assignor shall each have the right, at its option, to cause a representative of Seller or Assignor, as the case may be, to be present at all inspections, reviews and examinations conducted hereunder. Purchaser shall schedule any entry (by it or its designees) onto the Property in advance with Seller and Assignor. In the event of any termination hereunder, Purchaser shall return all documents and other materials furnished by Seller or Assignor hereunder and at At Seller’s or Assignor’s 's written request, Purchaser at no expense to and without representation, warranty by or liability to Buyer, and provided Buyer has the right to do so, Buyer shall promptly deliver to Seller and Assignor true, accurate true and complete copies of any written reports relating to the Property prepared for or on behalf of Purchaser Buyer by any third party. In the event of any termination of this Agreement, Buyer shall return all documents and other materials furnished by Seller. Prior to Closing and subject to Section 10.15 hereof, Buyer shall keep all non-public information or data received or discovered in connection with any of Buyer'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 Property, and such persons are instructed to keep the information strictly confidential. The provisions of this Section 3.3 4.2.1 shall survive any termination of this Agreement.