Common use of Review Standards Clause in Contracts

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, loss, cost or expense to Sellers, the Land, or the Improvements (excluding that arising from pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only to the extent of such exacerbation). Buyer will indemnify, defend and hold harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal 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-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only to the extent of such exacerbation). The foregoing obligations shall survive any termination of this Agreement. Buyer may, subject to the Applicable Seller’s reasonable consent (and, 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 use commercially reasonable efforts to obtain): (i) make any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements (such as soil borings, water samplings or the like), provided that Seller shall have no obligation to consent to any intrusive physical testing on the Mission Bay Land (except for Mxxxx testing), and (ii) contact any governmental authority having jurisdiction over the Land and the Improvements. Sellers shall use commercially reasonable efforts to assist Buyer in its investigations and discussions with third parties with respect to the Project Assets. The Applicable Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy of any environmental report prepared by or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21. In the event of any termination hereunder (other than by reason of Sellers’ default), Buyer shall, at the Applicable Seller’s written request, return all documents and other materials furnished by the Applicable Seller hereunder.

Review Standards. Buyer Purchaser shall at all times conduct its due diligence review, inspections and examinations of the Property in a manner so as to not cause liability, damage, lien, loss, cost or expense to SellersSeller, the Land, Assignor or the Improvements (excluding that arising from pre-existing conditions unless Property and so as to not unreasonably interfere with or disturb any tenant at the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct Property, and then only to the extent of such exacerbation). Buyer Purchaser will indemnify, defend defend, and hold Seller, Assignor and the Property harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, lien, loss, cost or expense) caused by such review, inspections, and examinations expense (and not from any pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only except to the extent arising from the mere discovery of such exacerbationexisting conditions that are not exacerbated by Purchaser or its agents). The foregoing obligations Prior to entry upon the Property, Purchaser shall survive 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 termination of this Agreement. Buyer mayon-site activity, subject to the Applicable Seller’s reasonable consent (and, 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 use commercially reasonable efforts to obtain): (i) make including any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements 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, provided that Seller in the case of Assignor, shall have no obligation to consent to any intrusive physical testing on the Mission Bay Land not be unreasonably withheld); or (except for Mxxxx testing), and (iic) contact any governmental authority having jurisdiction over the Land Property without Seller’s and Assignor’s express written consent (which, in the Improvements. Sellers case of Assignor, shall use commercially reasonable efforts to assist Buyer in its investigations and not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with third parties with respect governmental officials (except to the Project Assetsextent necessary to request records). The Applicable Consents of Assignor under clause (b) or clause (c) above may be given orally or by email by Xxxxxxx X. Xxxxx (000-000-0000; xxxxx@xxxxxxxxxx.xxx). Seller and Assignor shall each have the right, at its option, to cause a representative of Seller or Assignor, as the Applicable Seller case may be, to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy of Purchaser shall schedule any environmental report prepared entry (by it or on behalf of Buyer which describes its designees) onto the results of the Phase I environmental assessment shall be delivered to Sellers for review Property in advance with Seller and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21Assignor. In the event of any termination hereunder (other than by reason of Sellers’ default)hereunder, Buyer shall, at the Applicable Seller’s written request, 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 Applicable Seller hereunderProperty 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. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, loss, cost or expense to Sellers, the Land, Seller or the Improvements Property (excluding other than that arising from pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence discovery of preexisting conditions) and so as to not unreasonably interfere with or willful misconduct disturb any tenant at the Property, and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold Seller and the Property harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, loss, cost or expense) caused by , except to the extent based on any such review, inspections, and examinations (and not from any pre-existing preexisting conditions unless or on the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only to of Seller or its employees or agents (the extent of such exacerbation). The foregoing obligations shall survive obligation surviving any termination of this Agreement). Buyer mayWithout limitation on the foregoing, subject to without the Applicable Seller’s reasonable consent (and, to the extent required, the prior written consent of the Non-Selling Member and all other third parties whose Seller (which consent may shall not be requiredunreasonably withheld or delayed), which the Applicable Seller in no event shall use commercially reasonable efforts to obtain): (i) Buyer make any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements Property (such as soil borings, water samplings or the like), provided that Seller shall have no obligation to consent to any intrusive physical testing on the Mission Bay Land (except for Mxxxx testing), and (ii) contact any governmental authority having jurisdiction over the Land and the Improvements. Sellers shall use commercially reasonable efforts to assist Buyer in its investigations and discussions with third parties with respect to the Project Assets. The Applicable Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) of the Property conducted hereunder. 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 be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21. In the event of any termination hereunder (other than by reason of Sellers’ default)hereunder, Buyer shall, at the Applicable Seller’s written request, shall return all documents and other materials furnished by Seller hereunder and at Seller’s written request, Buyer shall promptly deliver to Seller, without warranty, copies of any written reports relating to the Applicable Seller hereunderProperty prepared for or on behalf of Buyer by any third party engaged by Buyer. Prior to Closing, Buyer shall keep all information or data received or discovered in connection with any of the inspections, reviews or examinations strictly confidential; provided, however, that (i) such information or data may be disclosed by Buyer (a) to the extent required by law, (b) to Buyer’s lender and to Buyer’s and such lender’s respective representatives, agents and affiliates (including attorneys and accountants) to the extent such representatives and agents need to know such information for the purpose of evaluating the purchase contemplated hereby and any loan made in connection therewith and are instructed to maintain such confidentiality, (c) as may otherwise be necessary for Buyer or Buyer’s representatives or affiliates, 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 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 other entities advised by Hxxxx or its affiliates, (d) to comply with regulatory or judicial processes, or (d) to satisfy reporting procedures and inquiries of credit rating agencies in accordance with customary practices of Buyer or its affiliates; and (ii) the foregoing confidentiality restriction shall not apply to any information or data that is available to Buyer from any other source (other than by reason of a breach by Buyer of such confidentiality restriction).

Review Standards. Buyer shall at all times conduct its due diligence reviewreviews, inspections and examinations (and shall cause its consultants’ and other third parties’ reviews, inspections and examinations performed for or at the request of Buyer to be conducted) in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellers, the Land, Sellers or the Improvements (excluding that arising from pre-existing conditions unless Properties and so as to not unreasonably interfere with or disturb any tenant or Sellers’ operation of the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only to the extent of such exacerbation)Properties. Buyer will indemnify, defend defend, and hold Sellers, their respective members, partners, employees, manager, agents, officers, directors, shareholders, fiduciaries, attorneys, licensees, contractors, brokers, invitees, tenants and the Properties harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, lien, loss, cost or expense) caused by such review, inspections, and examinations expense (and not except to the extent arising from the mere discovery of any pre-existing conditions unless condition at the pre-existing condition is exacerbated by Buyer’s Properties or the gross negligence or willful misconduct and then only to the extent of such exacerbationSellers). The foregoing obligations Prior to entry upon the Properties, Buyer shall survive any termination provide Sellers with copies of this Agreementcertificates of insurance in accordance with the requirements set forth in the Access Agreement that shall be maintained by Buyer and each consultant which Buyer will have present on the Properties in connection with its investigations upon the Properties. Buyer mayWithout limitation on the foregoing, subject to the Applicable Seller’s reasonable consent in no event shall Buyer: (and, 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 use commercially reasonable efforts to obtain): (ia) make conduct any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements Properties (such as soil borings, water samplings or the like)) or take physical samples from the Properties without Sellers’ express, provided that Seller prior written consent, which consent, as to such intrusive physical testing or sampling, may be given or withheld in Sellers’ sole discretion (and Buyer shall in all events promptly restore the Properties to substantially the same condition existing immediately prior to such entry (provided, however, Buyer shall have no obligation to repair any damage caused by the gross negligence or willful misconduct of Sellers or to restore any pre-existing latent defect or condition unless Buyer exacerbated such pre-existing latent defect or condition in violation of this Agreement)) and which consent to any intrusive physical testing on or sampling, may be further conditioned upon, among other things, Sellers’ approval of the Mission Bay Land following: (except i) the insurance coverage of the contractor who will be conducting such testing or sampling, (ii) the scope and nature of the testing or sampling to be performed by such contractor, and (iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to Sellers; (b) contact any consultant or other professional engaged by Sellers or Tenant (or its representatives) without Sellers’ express, prior written consent (which consent shall not be unreasonably withheld); or (c) contact any Governmental Entity having jurisdiction over the Properties, other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials or applications of any kind, with the express understanding that Buyer shall not undertake any discussions or communications with any governmental officials without (i) Sellers’ express, prior written consent, which consent may be given or withheld in Sellers’ sole and absolute discretion for Mxxxx testing)any reason or no reason, and (ii) participation by a representative of Sellers. Without limitation of the foregoing, Buyer shall not be permitted to contact tenants of the Properties without giving Sellers (i) advance written notice, and (ii) the opportunity to have a representative of Sellers participate in any governmental authority having jurisdiction over the Land and the Improvementssuch communications. Sellers shall use commercially reasonable efforts to assist Buyer in its investigations and discussions with third parties with respect to the Project Assets. The Applicable Seller shall have the right, at its option, to cause a representative of the Applicable Seller Sellers to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy Buyer shall schedule any entry (by it or its designees) onto the Properties in advance with Sellers, upon not less than twenty-four (24) hours’ prior notice (written or e-mail) to Sellers or their authorized representative. Buyer shall keep the Properties free and clear of all mechanics’, materialmen’s and other liens resulting from the due diligence examinations or any of its other work under this Agreement. Buyer shall remove or bond over any liens within ten (10) days after Buyer becomes aware of the same. Upon the completion of any environmental report prepared by inspection, review or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ requestexamination, Buyer shall use reasonable efforts promptly restore the Properties to make available substantially the consultant preparing same condition existing immediately prior to Buyer’s conducting such report for 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 purpose gross negligence or willful misconduct of discussing Sellers’ comments and recommendations concerning the report. Sellers or to restore any pre-existing latent defect or condition unless Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21exacerbated 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, at the Applicable Seller’s written request, shall return all documents and other materials furnished by Sellers hereunder and 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 Applicable Seller hereunderProperties 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 at Buyer’s sole cost and expense. Notwithstanding anything to the contrary herein, Buyer shall 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 entity to whom information or access to the Properties was given by or through Buyer as though the breach were committed by Buyer itself. This Section 4.6.1 shall survive the Closing or any termination of this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellers, the Land, Seller or the Improvements (excluding that arising from pre-existing conditions unless Property and so as to not interfere with or disturb any tenant at the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct Property, and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold Seller and the Property harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, lien, loss, cost or expense) caused by such review; provided, inspectionshowever, and examinations (and not from any pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence indemnification, defense and hold harmless obligations shall not apply with respect to Buyer’s mere discovery of any adverse condition or willful misconduct and then only fact related to the extent Property nor with respect to any diminution in value as a result of the mere discovery of such exacerbation)adverse facts. The foregoing Buyer’s obligations set forth in the immediately preceding sentence shall survive any the Closing or the termination of this Agreement. Prior to entry upon the Property by Seller or its Agents, Buyer may, subject shall provide Seller with copies of certificates of insurance evidencing commercial general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Property prior to the Applicable date of entry upon the Property, with terms, limits (which shall be at least $2,000,000 per occurrence and $5,000,000 in the aggregate), coverages and the issuer to be approved by Seller’s reasonable consent . Notwithstanding the foregoing, in no event shall Buyer: (and, 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 use commercially reasonable efforts to obtain): (ia) make conduct any intrusive physical invasive testing (environmental, structural or otherwise) at the Land and the Improvements Property (such as soil borings, water samplings samplings, testing for mold or bacterial growth, air quality testing, or the like)) without Seller’s express written consent which consent, provided that Seller as to invasive physical testing, may be given or withheld in Seller’s sole and absolute discretion (and Buyer shall have no obligation in all events promptly return the Property to consent its prior condition and repair thereafter) and which may be further conditioned upon, among other things, Seller’s approval, in Seller’s sole and absolute discretion of the following: (i) the insurance coverage of the contractor who will be conducting such testing; (ii) the scope and nature of the testing to any intrusive physical testing on the Mission Bay Land (except for Mxxxx testing), be performed by such contractor; and (iiiii) a written confidentiality agreement by such contractor and Buyer in form reasonably satisfactory to Seller); (b) contact any consultant or other professional engaged by Seller or any tenant of the Property (or its representatives) without Seller’s express written consent, which shall not be unreasonably withheld but may be conditioned upon Seller having a representative present during such contact (by telephone or in person); or (c) contact any governmental authority having jurisdiction over the Land and the Improvements. Sellers shall use commercially reasonable efforts to assist Buyer Property without Seller’s express written consent in its investigations sole and absolute discretion, other than reviewing governmental records without engaging in any discussions with third parties with respect governmental officials (except to the Project Assetsextent necessary to request records). The Applicable For the avoidance of doubt, the removal of tile or insulation shall deemed to be invasive testing. Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy of any environmental report prepared by or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available schedule any entry (by it or its designees) onto the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer Property in advance with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21Seller. In the event of any termination hereunder (other than by reason of Sellers’ default)this Agreement, Buyer shall, at the Applicable Seller’s written request, shall return all documents and other materials furnished by the Applicable Seller hereunder, including, without limitation, any studies, summaries or analyses furnished by Seller (and destroy any copies thereof made by Buyer or its agents or representatives). In addition, at Seller’s written request, Buyer shall promptly deliver to 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, 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 the costs of such reports.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellers, the Land, Seller or the Improvements (excluding that arising from pre-existing conditions unless Property and so as to not unreasonably interfere with or disturb any tenant at the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct Property, and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold Seller and the Property harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, lien, loss, cost or expense) caused by such review, inspections, and examinations expense (and not from any pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only except to the extent arising from the mere discovery of such exacerbationexisting conditions that are not exacerbated by Buyer or its agents). The foregoing obligations Prior to entry upon the Property, Buyer shall survive provide Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller. Without limitation on the foregoing, in no event shall Buyer: (a) conduct any termination of this Agreement. Buyer may, subject to the Applicable Seller’s reasonable consent (and, 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 use commercially reasonable efforts to obtain): (i) make any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements Property (such as soil borings, water samplings or the like) without Seller’s express written consent, which consent, as to physical testing, may be given or withheld in Seller’s sole discretion (and Buyer shall in all events promptly return the Property to its prior condition and repair thereafter), provided that ; (b) contact any consultant or other professional engaged by Seller or any tenant of the Property (or its representatives) without Seller’s express written consent (which shall have no obligation to consent to any intrusive physical testing on the Mission Bay Land not be unreasonably withheld); or (except for Mxxxx testing), and (iic) contact any governmental authority having jurisdiction over the Land and the Improvements. Sellers Property without Seller’s express written consent (which shall use commercially reasonable efforts to assist Buyer in its investigations and not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with third parties with respect governmental officials (except to the Project Assetsextent necessary to request records). The Applicable Consents under clause (b) or clause (c) above may be given orally or by email by Xxxx Xxxxxx (000-000-0000/xxxx.dorans@xxx.xxx) or Xxxx Xxxxxx (000-000-0000/xxxx.xxxxxx@xxx.xxx). Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy of any environmental report prepared by or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available schedule any entry (by it or its designees) onto the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer Property in advance with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21Seller. In the event of any termination hereunder (other than by reason of Sellers’ Seller’s default), Buyer shall, at the Applicable Seller’s written request, shall return all documents and other materials furnished by Seller hereunder and at Seller’s written request, Buyer shall promptly deliver to Seller true, accurate and complete copies of any written reports relating to the Applicable Seller hereunderProperty 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 information or data received or discovered in connection with any of the foregoing inspections, reviews or examinations.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellers, the Land, Seller or the Improvements (excluding that arising from pre-existing conditions unless Properties and so as to not unreasonably interfere with or disturb the pre-existing condition is exacerbated by Buyer’s negligence Manager, any guest or willful misconduct any tenant at the Properties, and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold Seller and the Properties harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, lien, loss, cost or expense) caused by such review, inspections, and examinations expense (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 of such exacerbation). The foregoing obligations shall survive obligation surviving any termination of this Agreement). Prior to entry upon a Property, Buyer may, subject shall provide Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Properties prior to the Applicable Seller’s reasonable consent date of entry upon the Properties, with limits, coverages and insurers under such policies reasonably satisfactory to Seller which insurance policies must have limits for bodily injury and death of not less than Five Million Dollars (and$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, 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 in no event shall use commercially reasonable efforts to obtain): Buyer: (ia) make any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements Properties (such as soil borings, water samplings or the like)) without Seller’s express written consent which shall not be unreasonably withheld or delayed (and Buyer shall in all events promptly return the Properties to their prior condition and repair thereafter) and which may be further conditioned upon, provided that Seller shall have no obligation to consent to any intrusive physical testing on among other things, Seller’s reasonable approval of the Mission Bay Land following: (except for Mxxxx i) the insurance coverage of the contractor who will be conducting such testing), ; and (ii) the scope and nature of such testing to be performed by such contractor; (b) contact the Manager or any tenant of a Property without Seller’s express written consent (which shall not be unreasonably withheld or delayed); (c) contact any governmental authority having jurisdiction over a Property without Seller’s express written consent (which shall not be unreasonably withheld or delayed); provided, Buyer may in the Land and the Improvements. Sellers shall use commercially reasonable efforts to assist Buyer in course of its investigations and discussions with third parties due diligence contact governmental authorities with respect to determining Seller’s and the Project AssetsHotel’s compliance with applicable zoning or building code requirements and regulations and other applicable laws and regulations, and to cause the transfer or issuance of all applicable licenses and permits (including liquor licenses) necessary for the continued normal operation of the Hotel following the Closing. The Applicable Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy At Seller’s written request, at no expense to and without representation, warranty by or liability to Buyer, and provided Buyer has the right to do so, Buyer shall promptly deliver to Seller true and complete copies of any environmental report written reports relating to a Property prepared by for or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and by any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21third party. In the event of any termination hereunder (other than by reason of Sellers’ default)this Agreement, Buyer shall, at the Applicable Seller’s written request, 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 Applicable Seller hereunderProperties, and such persons are instructed to keep the information strictly confidential. The provisions of this Section 4.2.1 shall survive any termination of this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence reviewreviews, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellers, the Land, (other than normal and customary costs or the Improvements (excluding that arising from pre-existing conditions unless the pre-existing condition is exacerbated expenses incurred by Seller in facilitating Buyer’s negligence or willful misconduct and then only to due diligence investigations in accordance with the extent of such exacerbation). Buyer will indemnify, defend and hold harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal 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-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only to the extent of such exacerbation). The foregoing obligations shall survive any termination terms of this Agreement. Buyer may, subject ) to Seller or the Applicable Property and so as to not unreasonably interfere with or disturb any Tenant or Seller’s reasonable consent (and, to the extent required, the consent operation of the Non-Selling Member and all other third parties whose consent may be requiredProperty. Without limitation on the foregoing, which the Applicable Seller in no event shall use commercially reasonable efforts to obtain): Buyer or any Licensee Parties: (ia) make conduct any intrusive or destructive physical testing (environmental, structural or otherwise) at the Land and the Improvements Property (such as soil borings, water samplings or the like)) or take physical samples from the Property without Seller’s express written consent, provided that Seller shall have no obligation which consent, as to consent to any such intrusive or destructive physical testing on or sampling, may be given or withheld in Seller’s sole discretion (and Buyer shall in all events promptly return the Mission Bay Land Property to their prior condition and repair thereafter); (except for Mxxxx testing), and (iib) contact any governmental authority consultant or other professional engaged by Seller, or contact any Tenant of the Property (or its representatives), in each case without Seller’s express written consent (which shall not be unreasonably withheld); or (c) contact any Governmental Entity having jurisdiction over the Land and the Improvements. Sellers Property without Seller’s express written consent (which shall use commercially reasonable efforts to assist Buyer in its investigations and not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with third parties with respect governmental officials (except to the Project Assetsextent necessary to request records); or (d) contact any member or partner of Seller, in each case, without the prior written approval of Seller. The Applicable Consents under clause (b), (c) or (d) above may be given by e-mail by Xxxxxxx Xxxx (Telephone: (000) 000-0000; E-mail: xxxxx@xxxxxxxxxxxxxxxxxx.xxx), or by such other individuals designated in a written notice or e- mail notice given by Seller to Buyer. Seller shall have the right, at its Seller’s option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy of Buyer shall schedule any environmental report prepared entry (by it or on behalf of Buyer its Licensee Parties) onto the Property in writing and in advance with Seller, which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two one (21) Business Day in advance and all such entries shall be during normal business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21hours on a Business Day. In the event of any termination hereunder (other than by reason of Sellers’ default)hereunder, Buyer shallshall return all Due Diligence Materials furnished by Seller hereunder, and at the Applicable Seller’s written request, return all documents if requested by Seller, Buyer shall, upon payment by Seller of the cost of any reports requested by Seller, promptly deliver to Seller true, accurate and other materials furnished by the Applicable Seller hereunder.10

Review Standards. Buyer shall at all times conduct its due diligence reviewreviews, inspections and examinations (and shall cause its consultants’ and other third parties’ reviews, inspections and examinations performed for or at the request of Buyer to be conducted) in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellers, the Land, Seller or the Improvements (excluding that arising from pre-existing conditions unless Property and so as to not unreasonably interfere with or disturb any tenant or Seller’s operation of the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only to the extent of such exacerbation)Property. Buyer will indemnify, defend defend, and hold Seller, its members, partners, employees, manager, agents, officers, directors, shareholders, fiduciaries, attorneys, licensees, contractors, brokers, invitees, tenants and the Property harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, lien, loss, cost or expense) caused by such review, inspections, and examinations expense (and not except to the extent arising from the mere discovery of any pre-existing conditions unless condition at the pre-existing condition is exacerbated by Buyer’s Property or the gross negligence or willful misconduct and then only to the extent of such exacerbationSeller). The foregoing obligations Prior to entry upon the Property, Buyer shall survive any termination provide Seller with copies of this Agreementcertificates of insurance in accordance with the requirements set forth in the Access Agreement that shall be maintained by Buyer and each consultant which Buyer will have present on the Property in connection with its investigations upon the Property. Buyer mayWithout limitation on the foregoing, subject to the Applicable Seller’s reasonable consent in no event shall Buyer: (and, 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 use commercially reasonable efforts to obtain): (ia) make conduct any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements Property (such as soil borings, water samplings or the like)) or take physical samples from the Property without Seller’s express, provided that Seller prior written consent, which consent, as to such intrusive physical testing or sampling, may be given or withheld in Seller’s sole discretion (and Buyer shall in all events promptly restore the Property to substantially the same condition existing immediately prior to such entry (provided, however, Buyer shall have no obligation to repair any damage caused by the gross negligence or willful misconduct of Seller or to restore any pre-existing latent defect or condition unless Buyer exacerbated such pre-existing latent defect or condition in violation of this Agreement)) and which consent to any intrusive physical testing on or sampling, may be further conditioned upon, among other things, Seller’s approval of the Mission Bay Land following: (except i) the insurance coverage of the contractor who will be conducting such testing or sampling, (ii) the scope and nature of the testing or sampling to be performed by such contractor, and (iii) a written confidentiality agreement by such contractor in form reasonably satisfactory to Seller; (b) contact any consultant or other professional engaged by Seller or Tenant (or its representatives) without Seller’s express, prior written consent (which consent shall not be unreasonably withheld); provided, however, Seller expressly authorizes Buyer to contact and consult with Seller’s seismic consultant, Telesis Engineers, Inc., who is preparing a seismic report regarding the Property (the “Seller’s Seismic Report”); or (c) contact any Governmental Entity having jurisdiction over the Property, other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with governmental officials or applications of any kind, with the express understanding that Buyer shall not undertake any discussions or communications with any governmental officials without (i) Seller’s express, prior written consent, which consent may be given or withheld in Seller’s sole and absolute discretion for Mxxxx testing)any reason or no reason, and (ii) participation by a representative of Seller. Without limitation of the foregoing, Buyer shall not be permitted to contact Tenant of the Property without giving Seller (i) advance written notice, and (ii) the opportunity to have a representative of Seller participate in any governmental authority having jurisdiction over the Land and the Improvementssuch communications. Sellers shall use commercially reasonable efforts to assist Buyer in its investigations and discussions with third parties with respect to the Project Assets. The Applicable Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy Buyer shall schedule any entry (by it or its designees) onto the Property in advance with Seller, upon not less than twenty-four (24) hours’ prior notice (written or e-mail) to Seller or its authorized representative. Buyer shall keep the Property free and clear of all mechanics’, materialmen’s and other liens resulting from the due diligence examinations or any of its other work under this Agreement. Buyer shall remove or bond over any liens within ten (10) days after Buyer becomes aware of the same. Upon the completion of any environmental report prepared by inspection, review or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ requestexamination, Buyer shall use reasonable efforts promptly restore the Property to make available substantially the consultant preparing same condition existing immediately prior to Buyer’s conducting such report for 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 purpose gross negligence or willful misconduct of discussing Sellers’ comments and recommendations concerning the report. Seller or to restore any pre-existing latent defect or condition unless Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21exacerbated 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’ Seller’s default), Buyer shall, at the Applicable Seller’s written request, shall return all documents and other materials furnished by Seller hereunder and at Seller’s written request, then Buyer shall promptly deliver to Seller true, accurate and complete copies of any draft or final written reports relating to the Applicable 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 at Buyer’s sole cost and expense. Notwithstanding anything to the contrary herein, Buyer shall not be required to provide, copy or make available to Seller hereunderany 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 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 4.6.1 shall survive the Closing or any termination of this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, loss, cost or expense to Sellers, the Land, Seller or the Improvements (excluding that arising from pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct Property, and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold Seller and the Property harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of themfor, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, loss, cost or expense) caused by such review, inspections, and examinations (and not from any pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only expense to the extent of such exacerbation). The caused by Buyer or its agents or consultants (the foregoing obligations shall survive obligation surviving any termination of this Agreement. Buyer may), subject other than with respect to any conditions on or about the Applicable Seller’s reasonable consent (and, to the extent required, the consent Property in existence as of the Non-Selling Member and all other third parties whose consent may be requiredEffective Date. Without limitation of the foregoing, which the Applicable Seller in no event shall use commercially reasonable efforts to obtain): (i) Buyer make any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements Property (such as soil borings, water samplings or the like) without Seller’s express written consent (which consent shall not be unreasonably withheld). Prior to the Closing, provided that Seller only after Seller’s express specific written consent, given in Seller’s sole and absolute discretion, shall have no obligation Buyer be entitled to consent make applications to any intrusive physical testing on the Mission Bay Land (except applicable local, municipal, county, state, or federal agency for Mxxxx testing)any change, and (ii) contact authorization, or approval related to zoning, entitlements, or any governmental authority having jurisdiction over the Land and the Improvements. Sellers shall other land use commercially reasonable efforts to assist Buyer in its investigations and discussions with third parties with respect matter related to the Project Assets. The Applicable Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy of any environmental report prepared by or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the reportProperty whatsoever. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer with respect submit requests in writing to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21Seller for Seller’s approval of such applications. In the event of any termination hereunder 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 by reason of Sellers’ defaultan ALTA survey or a Phase I environmental inspection), Buyer shallshall 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 Applicable Seller’s written requestamounts required by applicable law, return all documents covering any accident arising in connection with the presence of Buyer, its contractors, agents and other materials furnished by representatives on the Applicable Property, which insurance shall name Seller hereunderas an additional insured thereunder.

Review Standards. Buyer shall at all times conduct its any and all due diligence reviewreviews, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellers, the Land, Seller or the Improvements (excluding that arising from pre-existing conditions unless Property and so as to not unreasonably interfere with or disturb Tenant at the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct Property, and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold Seller and the Property harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, lien, loss, cost or expense) caused by such review, inspections, and examinations expense (and not except to the extent arising from any pre-the mere discovery of existing conditions unless the pre-existing condition is exacerbated by Buyeror arising from Seller’s own negligence or willful misconduct and then only to the extent of such exacerbationmisconduct). The foregoing obligations Prior to entry upon the Property, Buyer shall survive any termination provide Seller with copies of this Agreementcertificates of insurance evidencing comprehensive general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller. Buyer mayWithout limitation on the foregoing, subject to the Applicable Seller’s reasonable consent in no event shall Buyer: (and, 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 use commercially reasonable efforts to obtain): (ia) make conduct any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements Property (such as soil borings, water samplings or the like)) without Seller’s express written consent, provided that Seller shall have no obligation which consent, as to consent to any intrusive physical testing on testing, may be given or withheld in Seller’s sole discretion (and Buyer shall in all events promptly return the Mission Bay Land Property to its prior condition and repair thereafter); (except for Mxxxx testing), and (iib) contact any governmental authority consultant or other professional engaged by Seller or Tenant (or its representatives) without first notifying Seller; or (c) contact any Governmental Entity having jurisdiction over the Land and the Improvements. Sellers Property without Seller’s express written consent (which shall use commercially reasonable efforts to assist Buyer in its investigations and not be unreasonably withheld) other than ordinary contact normally associated with routine due diligence examinations that does not involve any discussions with third parties 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 Project AssetsExisting Loan, in each case, without the prior written approval of Seller. The Applicable Notices or consents under clause (b), (c) or (d) above may be given orally or by email by Xxxx Xxxxxxx (Tel. 000-000-0000; email xxxx_xxxxxxx@xxxxxxxxxxxx.xxx). Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy of any environmental report prepared by or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available schedule any entry (by it or its designees) onto the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer Property in advance with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21Seller. In the event of any termination hereunder (other than by reason of Sellers’ Seller’s default), Buyer shall, at the Applicable Seller’s written request, shall return all documents and other materials furnished by Seller hereunder and at Seller’s written request, Buyer shall promptly deliver to Seller copies of any written reports relating to the Applicable 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 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 hereunderfor 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 4.7.1 shall survive any termination of this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellers, the Land, Seller or the Improvements (excluding that arising from pre-existing conditions unless Property and so as to not unreasonably interfere with or disturb Manager, any guest or any tenant at the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct Property, and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold Seller and the Property harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, lien, loss, cost or expense) caused by such review, inspections, and examinations expense (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 of such exacerbation). The foregoing obligations shall survive obligation surviving any termination of this Agreement). Prior to entry upon the Property, Buyer may, subject shall provide Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Property prior to the Applicable Seller’s reasonable consent date of entry upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller which insurance policies must have limits for bodily injury and death of not less than Five Million Dollars (and$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, 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 in no event shall use commercially reasonable efforts to obtain): Buyer: (ia) make any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements Property (such as soil borings, water samplings or the like)) without Seller’s express written consent which may be withheld in Seller’s sole and absolute discretion (and Buyer shall in all events promptly return the Property to their prior condition and repair thereafter) and which may be further conditioned upon, provided that Seller shall have no obligation to consent to any intrusive physical testing on the Mission Bay Land (except for Mxxxx testing)among other things, and (ii) contact any governmental authority having jurisdiction over the Land and the Improvements. Sellers shall use commercially Seller’s reasonable efforts to assist Buyer in its investigations and discussions with third parties with respect to the Project Assets. The Applicable Seller shall have the right, at its option, to cause a representative approval of the Applicable Seller to be present at all inspections, reviews and examinations following: (including tenant interviewsi) conducted hereunder. A draft copy of any environmental report prepared by or on behalf of Buyer which describes the results insurance coverage of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21. In the event of any termination hereunder (other than by reason of Sellers’ default), Buyer shall, at the Applicable Seller’s written request, return all documents and other materials furnished by the Applicable Seller hereunder.contractor who

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, loss, cost or expense to Sellers, the Land, Seller or the Improvements (excluding that arising from pre-existing conditions unless Property and so as to not interfere with or disturb any tenant at the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct Property, and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold Seller and the Property harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, loss, cost or expense) caused by such review, inspections, and examinations expense (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 of such exacerbation). The foregoing obligations shall survive obligation surviving any termination of this Agreement. ); provided, however, Buyer may, subject shall not be obligated to indemnify Seller or the Applicable SellerProperty with respect to Buyer’s reasonable consent (and, mere discovery of pre-existing conditions on the Property except to the extent requiredexacerbated by Buyer. Without limitation on the foregoing, the consent of the Non-Selling Member and all other third parties whose consent may be required, which the Applicable Seller in no event shall use commercially reasonable efforts to obtain): Buyer: (ia) make any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements Property (such as soil borings, water samplings or the like), provided that Seller shall have no obligation to consent to ) without Seller’s express prior written consent; (b) contact any intrusive physical testing on tenant of the Mission Bay Land Property without Seller’s express prior written consent; or (except for Mxxxx testing), and (iic) contact any governmental authority having jurisdiction over the Land and the ImprovementsProperty without Seller’s express written consent (which consent as to governmental authorities shall not be unreasonably withheld). Sellers shall use commercially reasonable efforts to assist Buyer in its investigations and discussions with third parties with respect to the Project Assets. The Applicable Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy At Seller’s written request, Buyer shall promptly deliver to Seller true, accurate and complete copies of any environmental report written reports relating to the Property prepared by for or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and by any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21third party. In the event of any termination hereunder (other than by reason of Sellers’ default)this Agreement, Buyer shall, at the Applicable Seller’s written request, shall return all documents and other materials furnished by the Applicable 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. Buyer shall use reasonable efforts at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellersany Seller or any Property to be sold hereunder and so as to not interfere with or disturb any guest at the Property, the Land, or the Improvements (excluding that arising from pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold harmless the “each Seller Indemnified Parties” (as hereinafter defined), and each of them, Property harmless from and against any personal injury, property damage, or mechanics liens (and any resulting all liability, damage, lien, loss, cost or expense) expense caused by such reviewBuyer, inspectionsits Affiliates, and examinations designees, or any other third party acting at the direction, or with the authorization, of Buyer (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 of such exacerbation). The foregoing obligations shall survive obligation surviving any termination of this Agreement). Prior to entry upon any Property, Buyer may, subject shall provide the applicable Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming such Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon such Property prior to the Applicable date of entry upon such Property, with limits, coverages and insurers under such policies reasonably satisfactory to such Seller’s reasonable consent . Without limitation on the foregoing, in no event shall Buyer: (and, 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 use commercially reasonable efforts to obtain): (ia) make any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements any Property (such as soil borings, water samplings or the like)) without the express written consent of the applicable Seller which may be given or withheld in the sole discretion of the applicable Seller (and Buyer shall in all events promptly return each Property to its prior condition and repair thereafter) and which may be further conditioned upon, provided that among other things, the approval of the applicable Seller shall have no obligation of the following: (i) the insurance coverage of the contractor who will be conducting such testing; (ii) the scope and nature of such testing to consent to any intrusive physical testing on the Mission Bay Land (except for Mxxxx testing), be performed by such contractor; and (iiiii) a written confidentiality agreement by such contractor in form reasonably satisfactory to the applicable Seller; or (b) contact any governmental authority having jurisdiction over any Property without the Land and express written consent of the Improvementsapplicable Seller (which shall not be unreasonably withheld). Sellers shall use commercially reasonable efforts to assist Buyer in its investigations and discussions with third parties with respect to the Project Assets. The Applicable Each Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy of any environmental report prepared by or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ requestIf this Agreement is terminated, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21. In the event of any termination hereunder (other than by reason of Sellers’ default), Buyer shall, at the Applicable Seller’s written request, return all documents and other materials furnished by Sellers to Buyer. Before the Applicable Seller hereunderClosing, Buyer shall keep all information or 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 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, except for such disclosures that are necessary to comply with applicable laws or to enforce this Agreement. The provisions of this Section 4.2.1 shall survive any termination of this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence reviewreviews, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellersany Seller, the LandProperty, or any Underlying Property and so as to not unreasonably interfere with or disturb any tenant at the Improvements (excluding that arising from pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct Underlying Property, and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold harmless the “Seller Indemnified Parties” (as hereinafter defined)Sellers, and each of themthe foregoing, harmless from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, lien, loss, cost or expense) caused by such review, inspections, and examinations expense (and not from any pre-existing conditions unless the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct and then only except to the extent arising from the mere discovery of such exacerbationexisting conditions that are not exacerbated by Buyer or its agents). The foregoing obligations Prior to entry upon any Underlying Property, Buyer shall survive any termination of this Agreement. Buyer may, subject to the Applicable Seller’s reasonable consent (and, to the extent required, obtain the consent of the Non-Selling Member applicable Seller and all other third parties whose consent may provide Sellers with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming the applicable Seller as an additional insured) which shall be requiredmaintained by Buyer in connection with its investigations upon the Underlying Properties, which with limits, coverages and insurers under such policies reasonably satisfactory to the Applicable Seller applicable Seller. Without limitation on the foregoing, in no event shall use commercially reasonable efforts to obtain): Buyer: (ia) make conduct any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements any Underlying Property (such as soil borings, water samplings or the like) without the applicable Seller’s express written consent, which consent shall not be unreasonably withheld (and Buyer shall in all events promptly return such Underlying Property to its prior condition and repair thereafter), provided that ; (b) contact any consultant or other professional engaged by any Seller or any tenant of any Underlying Property (or its representatives) without the applicable Seller’s express written consent (which shall have no obligation to consent not be unreasonably withheld subject to any intrusive physical testing on the Mission Bay Land further consent such Seller must obtain); (except for Mxxxx testing), and (iic) contact any governmental authority having jurisdiction over an Underlying Property without the Land and the Improvements. Sellers applicable Seller’s express written consent (which shall use commercially reasonable efforts not be unreasonably withheld subject to assist Buyer in its investigations and 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 third parties 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 Project AssetsExisting Loan without the prior written approval of the applicable Seller. The Applicable Each Seller shall have the right, at its option, to cause a representative of the Applicable such Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy of any environmental report prepared by or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available schedule any entry (by it or its designees) onto any Underlying Property in advance with the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21applicable Seller. In the event of any termination hereunder (other than by reason of Sellers’ any Seller’s default), (1) Buyer shall, at the Applicable Seller’s written request, shall return all documents and other materials furnished by Sellers hereunder and destroy any copies thereof made by Buyer or any Buyer Representative, and (2) at any Seller’s written request, Buyer shall promptly deliver to Sellers any written reports relating to the Applicable Seller Property or any Underlying Property prepared for or on behalf of Buyer by any third party 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 8.3 shall survive any termination of this Agreement.

Review Standards. Buyer shall at all times conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellers, the Land, Seller or the Improvements (excluding that arising from pre-existing conditions unless Property and so as to minimize any disturbance of any tenant at the pre-existing condition is exacerbated by Buyer’s negligence or willful misconduct Property, and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold Seller and the Property harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting liability, damage, lien, loss, cost or expense) caused by such review, inspections, and examinations expense (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 of such exacerbation). The foregoing obligations shall survive obligation surviving any termination of this Agreement. ) arising out of or relating to any personal injury or property damage caused by Buyer mayor its representatives, subject to [Note: this language was part of the Applicable Seller’s reasonable consent (andterm sheet signed by the parties] excluding, however, any liability, damages, lien, cost or expense to the extent required, the consent arising out of the Non(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-Selling Member and all other third parties whose consent may existing conditions on the Property. Prior to entry upon the Property, Buyer shall provide Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller as an additional insured) which shall be requiredmaintained by Buyer in connection with its investigations upon the Property prior to the date of entry upon the Property. Without limitation on the foregoing, which the Applicable Seller in no event shall use commercially reasonable efforts to obtain): (i) Buyer make any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements Property (such as soil borings, water samplings or the like)) without Seller’s express written consent, provided that Seller shall have no obligation which may be given or withheld in Seller’s reasonable discretion and which may be further conditioned upon, among other things, Seller’s reasonable approval of the following: (i) the insurance coverage of the contractor who will be conducting such testing; (ii) the scope and nature of the testing to consent to any intrusive physical testing on the Mission Bay Land (except for Mxxxx testing)be performed by such contractor, and (iiiii) a written confidentiality agreement by such contractor in form reasonably satisfactory to Seller; (b) contact any tenant of the Property without Seller’s written consent, which shall not be unreasonably withheld; or (c) contact any governmental authority having jurisdiction over the Land and the ImprovementsProperty without Seller’s written consent (which consent as to governmental authorities shall not be unreasonably withheld). Sellers shall use commercially reasonable efforts to assist Buyer in its investigations and discussions with third parties with respect Notwithstanding anything to the Project Assetscontrary contained herein, requests for consent and consents required under this Section 4.3 may be given by phone or email and may be communicated directly or through the Broker. The Applicable Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews reviews, interviews and examinations (including tenant interviews) conducted hereunder. A draft copy If this Agreement terminates without closing, at Seller’s written request, Buyer shall promptly deliver to Seller copies of any environmental report written reports relating to the Property prepared by for or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two by any third party (2other than legal counsel) 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 without any other environmental due diligence information acquired by Buyer with respect representation or warranty as to the Project Assets strictly confidential, except contents thereof and without any express or implied right to the extent disclosure is expressly permitted pursuant to Section 10.21rely on such materials. In the event of any termination hereunder (other than by reason of Sellers’ default)this Agreement, Buyer shall, at the Applicable Seller’s written request, shall return (or destroy) all documents and other materials furnished by ADDENDUM A Seller hereunder in Buyer’s possession. Buyer shall keep all information or data received or discovered in connection with any of the Applicable 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 hereunder.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. Buyer shall at all times ---------------- conduct its due diligence review, inspections and examinations in a manner so as to not cause liability, damage, lien, loss, cost or expense to Sellers, the Land, Seller or the Improvements (excluding that arising from pre-existing conditions unless Property and so as to not unreasonably interfere with or disturb the pre-existing condition is exacerbated by Buyer’s negligence Manager, any guest or willful misconduct any tenant at the Property, and then only to the extent of such exacerbation). Buyer will indemnify, defend defend, and hold Seller and the Property harmless the “Seller Indemnified Parties” (as hereinafter defined), and each of them, from and against any personal injury, property damage, or mechanics liens (and any resulting such liability, damage, lien, loss, cost or expense) caused by such review, inspections, and examinations expense (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 of such exacerbation). The foregoing obligations shall survive obligation surviving any termination of this Agreement). Prior to entry upon the Property, Buyer may, subject shall provide Seller with copies of certificates of insurance evidencing comprehensive general liability insurance policies (naming Seller as an additional insured) which shall be maintained by Buyer in connection with its investigations upon the Property prior to the Applicable date of entry upon the Property, with limits, coverages and insurers under such policies reasonably satisfactory to Seller’s reasonable consent . Without limitation on the foregoing, in no event shall Buyer: (and, 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 use commercially reasonable efforts to obtain): (ia) make any intrusive physical testing (environmental, structural or otherwise) at the Land and the Improvements Property (such as soil borings, water samplings or the like)) without Seller's express written consent which shall not be unreasonably withheld or delayed (and Buyer shall in all events promptly return the Property to its prior condition and repair thereafter) and which may be further conditioned upon, provided that Seller shall have no obligation to consent to any intrusive physical testing on among other things, Seller's reasonable approval of the Mission Bay Land following: (except for Mxxxx i) the insurance coverage of the contractor who will be conducting such testing), ; and (ii) the scope and nature of such testing to be performed by such contractor; (b) contact the Manager or any tenant of the Property without Seller's express written consent (which shall not be unreasonably withheld or delayed); (c) contact any governmental authority having jurisdiction over the Land and Property without Seller's express written consent (which shall not be unreasonably withheld or delayed); provided, Buyer may in the Improvements. Sellers shall use commercially reasonable efforts to assist Buyer in course of its investigations and discussions with third parties due diligence contact governmental authorities with respect to determining Seller's and the Project AssetsHotel's compliance with applicable zoning or building code requirements and regulations and other applicable laws and regulations, and to cause the transfer or issuance of all applicable licenses and permits (including liquor licenses) necessary for the continued normal operation of the Hotel following the Closing. The Applicable Seller shall have the right, at its option, to cause a representative of the Applicable Seller to be present at all inspections, reviews and examinations (including tenant interviews) conducted hereunder. A draft copy At Seller's written request, at no expense to and without representation, warranty by or liability to Buyer, and provided Buyer has the right to do so, Buyer shall promptly deliver to Seller true and complete copies of any environmental report written reports relating to the Property prepared by for or on behalf of Buyer which describes the results of the Phase I environmental assessment shall be delivered to Sellers for review and comment at least two (2) business days before the report being finalized. Upon Sellers’ request, Buyer shall use reasonable efforts to make available the consultant preparing such report for the purpose of discussing Sellers’ comments and recommendations concerning the report. Buyer agrees that it will keep the draft and final report and by any other environmental due diligence information acquired by Buyer with respect to the Project Assets strictly confidential, except to the extent disclosure is expressly permitted pursuant to Section 10.21third party. In the event of any termination hereunder (other than by reason of Sellers’ default)this Agreement, Buyer shall, at the Applicable Seller’s written request, 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 Applicable Seller hereunderProperty, and such persons are instructed to keep the information strictly confidential. The provisions of this Section 4.2.1 shall survive any termination of this Agreement.