Common use of Proprietary Information; Confidentiality Clause in Contracts

Proprietary Information; Confidentiality. Buyer acknowledges that the Property Documents which are not recorded or public documents (collectively, the “Non-Public Property Documents”) are proprietary and confidential and will be delivered to Buyer or made available for Buyer’s review solely to assist Buyer in determining the feasibility of purchasing and financing the Property. Buyer shall not use the Non-Public Property Documents for any purpose other than as set forth in the preceding sentence. Buyer shall not disclose the contents of the Non-Public Property Documents to any person other than to those persons who are responsible for determining the feasibility of Buyer’s acquisition and financing of the Property (including lenders, partners, investors, consultants, and attorneys) and who have agreed to preserve the confidentiality of such information as required hereby (collectively, “Permitted Outside Parties”); provided, however, Buyer shall disclose only such information to a particular Permitted Outside Party as is reasonably appropriate for that Permitted Outside Party to perform its role in assisting Buyer in determining the feasibility of its acquisition and financing of the Property. Buyer shall not divulge the contents of the Non-Public Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.6, or except as may be otherwise required by law (including without limitation, any disclosure required by the United States Securities and Exchange Commission) so long as Buyer uses reasonable efforts to limit the scope of any disclosure so required by law to the fullest extent permitted by applicable law. In permitting Buyer to review the Property Documents or any other information, Sellers have not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. The terms of this Section 4.6 shall terminate as of Closing.

Proprietary Information; Confidentiality. Buyer Purchaser acknowledges that the Property Documents which are not recorded or public documents (collectively, the “Non-Public Property Documents”) are proprietary and confidential and will be delivered to Buyer or made available for Buyer’s review Purchaser solely to assist Buyer Purchaser and Purchaser’s employees, agents, representatives, lenders, potential lenders, Exhibit M, List of Existing Loan Documents M-10 investors, potential investors, surveyors, engineers, contractors and consultants (collectively, "Purchaser’s Representatives") in determining the feasibility of purchasing and financing the Property. Buyer Prior to Closing, Purchaser shall not use the Non-Public Property Documents for any purpose other than as set forth in the preceding sentence. Buyer Except as set forth herein, neither Purchaser nor Purchaser’s Representatives shall not disclose the contents of the Non-Public Property Documents to any person other than to those persons who are responsible for determining the feasibility of Buyer’s Purchaser's acquisition and financing of the Property (including lenders, partners, investors, consultants, and attorneys) and who have agreed to preserve Purchaser shall inform such persons of the confidentiality confidential nature of such information as required hereby and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 (collectively, “"Permitted Outside Parties”"); provided. Purchaser may disclose such contents as are (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, howeversubpoena or demand issued by a court of competent jurisdiction (but will promptly, Buyer shall to the extent permitted under such laws or legal process, give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such information content as may be necessary to a particular Permitted Outside Party as is reasonably appropriate for that Permitted Outside Party avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to perform its role in assisting Buyer in determining the feasibility secure confidential treatment of its acquisition and financing of the Propertyany such content so disclosed). Buyer Purchaser shall not divulge the contents of the Non-Public Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.6, or except as may be otherwise required by law (including without limitation, any disclosure required by the United States Securities and Exchange Commission) so long as Buyer uses reasonable efforts to limit the scope of any disclosure so required by law to the fullest extent permitted by applicable law4.7. In permitting Buyer Purchaser to review the Property Documents or any other information, Sellers have Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. As used hereunder, the term "Permitted Outside Parties" shall include Lender and Purchaser is permitted to deliver any information relating to the Property to Lender in connection with Purchaser’s assumption of the Existing Loan, but in such event Purchaser shall deliver a copy of any environmental report, property condition report, engineering report, zoning report or similar third party reports regarding the Property to Seller at least one (1) business day prior to delivery of same to Lender, solely for Seller's informational purposes. Notwithstanding anything contained in this Section 4.7 or otherwise in this Agreement to the contrary, the following information shall in no event be deemed proprietary and confidential: (i) information or material that is or becomes generally available to the public through no action by Purchaser or Purchaser Representatives in violation of this Agreement, or is or becomes available to Purchaser on a nonconfidential basis from a source, other than the Seller or its affiliates or any officer, director, trustee, agent, employee or other person acting or purporting to act on behalf of Seller or any of its affiliates; and (ii) Purchaser’s internally generated work product (except to the extent it contains information required to be treated as confidential hereunder or to the extent it is based on or derived from information required to be treated as confidential hereunder). The terms provisions of this Section 4.6 4.7 shall terminate as survive termination of this Agreement but shall not survive Closing.

Proprietary Information; Confidentiality. Buyer Purchaser acknowledges that the Property Documents which are not recorded or public documents (collectively, and the “Non-Public Property Documents”) Diligence URL/Password are proprietary and confidential and will be delivered to Buyer or made available for Buyer’s review Purchaser solely to assist Buyer Purchaser in determining the feasibility of purchasing and financing the Property. Buyer Purchaser shall not use the Non-Public Property Documents or the Diligence URL/Password for any purpose other than as set forth in the preceding sentence. Buyer Purchaser shall not disclose the contents of the Non-Public Property Documents or the Diligence URL/Password to any person other than to those persons who are responsible for determining the feasibility of BuyerPurchaser’s acquisition and or financing of the Property (including lendersincluding, partnerswithout limitation, investors, Purchaser’s and its lenders attorneys and consultants, and attorneys) and who have agreed to preserve the confidentiality of such information as required hereby (collectively, “Permitted Outside Parties”); provided. At any time and from time to time, howeverwithin two Business Days after Seller’s request, Buyer Purchaser shall disclose only such deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or the Diligence URL/Password or any information to a particular Permitted Outside Party as is reasonably appropriate for that Permitted Outside Party to perform its role in assisting Buyer in determining taken from the feasibility of its acquisition and financing of Property Documents or the PropertyDiligence Website. Buyer Purchaser shall not divulge the contents of the Non-Public Property Documents and Documents, the Diligence URL/Password or other information except in strict accordance with the confidentiality standards set forth in this Section 4.6, or except as may be otherwise required by law (including without limitation, any disclosure required by the United States Securities and Exchange Commission) so long as Buyer uses reasonable efforts to limit the scope of any disclosure so required by law to the fullest extent permitted by applicable law4.8. In permitting Buyer Purchaser to review the Property Documents or any other informationinformation or in granting Purchaser access to the Diligence Website, Sellers have Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. The Purchaser’s obligations under this Section 4.8 shall survive the termination of this Agreement for a period of two (2) years. Notwithstanding the foregoing and notwithstanding the provisions of Section 12.14, Purchaser (its affiliates or any entity advised by Purchaser's affiliates) shall be permitted to disclose this transaction and/or the terms of this Section 4.6 shall terminate transaction and information in the Property Documents in any document as may be necessary to comply with any applicable federal or state securities laws, rules, or regulations or to comply with the requirements of Closingthe Securities and Exchange Commission.

Proprietary Information; Confidentiality. Buyer Purchaser acknowledges that the Property Documents which are not recorded or public documents (collectively, the “Non-Public Property Documents”) are proprietary and confidential and will be delivered to Buyer or made available for Buyer’s review Purchaser solely to assist Buyer Purchaser and Purchaser’s employees, agents, representatives, lenders, potential lenders, investors, potential investors, surveyors, engineers, contractors and consultants (collectively, "Purchaser’s Representatives") in determining the feasibility of purchasing and financing the Property. Buyer Prior to Closing, Purchaser shall not use the Non-Public Property Documents for any purpose other than as set forth in the preceding sentence. Buyer Except as set forth herein, neither Purchaser nor Purchaser’s Representatives shall not disclose the contents of the Non-Public Property Documents to any person other than to those persons who are responsible for determining the feasibility of Buyer’s Purchaser's acquisition and financing of the Property (including lenders, partners, investors, consultants, and attorneys) and who have agreed to preserve Purchaser shall inform such persons of the confidentiality confidential nature of such information as required hereby and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 (collectively, “"Permitted Outside Parties”"); provided. Purchaser may disclose such contents as are (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, howeversubpoena or demand issued by a court of competent jurisdiction (but will promptly, Buyer shall to the extent permitted under such laws or legal process, give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such information content as may be necessary to a particular Permitted Outside Party as is reasonably appropriate for that Permitted Outside Party avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to perform its role in assisting Buyer in determining the feasibility secure confidential treatment of its acquisition and financing of the Propertyany such content so disclosed). Buyer Purchaser shall not divulge the contents of the Non-Public Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.6, or except as may be otherwise required by law (including without limitation, any disclosure required by the United States Securities and Exchange Commission) so long as Buyer uses reasonable efforts to limit the scope of any disclosure so required by law to the fullest extent permitted by applicable law4.7. In permitting Buyer Purchaser to review the Property Documents or any other information, Sellers have Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. As used hereunder, the term "Permitted Outside Parties" shall include Lender and Purchaser is permitted to deliver any information relating to the Property to Lender in connection with Purchaser’s assumption of the Existing Loan, but in such event Purchaser shall deliver a copy of any environmental report, property condition report, engineering report, zoning report or similar third party reports regarding the Property to Seller at least one (1) business day prior to delivery of same to Lender, solely for Seller's informational purposes. Notwithstanding anything contained in this Section 4.7 or otherwise in this Agreement to the contrary, the following information shall in no event be deemed proprietary and confidential: (i) information or material that is or becomes generally available to the public through no action by Purchaser or Purchaser Representatives in violation of this Agreement, or is or becomes available to Purchaser on a nonconfidential basis from Exhibit M, List of Existing Loan Documents M-11 a source, other than the Seller or its affiliates or any officer, director, trustee, agent, employee or other person acting or purporting to act on behalf of Seller or any of its affiliates; and (ii) Purchaser’s internally generated work product (except to the extent it contains information required to be treated as confidential hereunder or to the extent it is based on or derived from information required to be treated as confidential hereunder). The terms provisions of this Section 4.6 4.7 shall terminate as survive termination of this Agreement but shall not survive Closing.

Proprietary Information; Confidentiality. Buyer Purchaser acknowledges that the Property Documents which are not recorded or public documents (collectively, the “Non-Public Property Documents”) are proprietary and confidential and will be delivered to Buyer or made available for Buyer’s review Purchaser solely to assist Buyer Purchaser in determining the feasibility of purchasing and financing the PropertyProperties. Buyer Purchaser shall not use the Non-Public Property Documents for any purpose other than as set forth in the preceding sentence. Buyer sentence and, except as may be required by applicable Law, shall not disclose the contents of thereof or the Non-Public findings or information obtained pursuant to any tests or inspections conducted on the Property Documents pursuant to this Article 4 to any person other than to those persons who are responsible for determining the feasibility of BuyerPurchaser’s acquisition and financing of the Property (including lenders, partners, investors, consultants, and attorneys) Properties and who have agreed to preserve the confidentiality of such information as required hereby hereby, including without limitation Purchaser's attorneys, accountants, and insurance advisors (collectively, “Permitted Outside Parties”); provided, however, Buyer Purchaser shall disclose only such information to a particular Permitted Outside Party as is reasonably appropriate necessary for that Permitted Outside Party to perform its role in assisting Buyer in determining Purchaser determine the feasibility of its acquisition and financing of the PropertyProperties, and nothing more. Buyer At any time and from time to time, within two (2) business days after Purchaser's receipt of a written request from Seller, Purchaser shall deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or any information taken from the Property Documents. Purchaser shall not divulge the contents of the Non-Public Property Documents or any of the third party reports, investigations and studies and other information except in strict accordance with the confidentiality standards set forth in this Section 4.6, or except as may be otherwise required by law (including without limitation, any disclosure required by the United States Securities and Exchange Commission) so long as Buyer uses reasonable efforts to limit the scope of any disclosure so required by law to the fullest extent permitted by applicable law4.8. In permitting Buyer Purchaser to review the Property Documents or and any other information, Sellers have Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. The terms provisions of this Section 4.6 4.8 shall terminate as survive the termination of Closingthis Agreement.

Proprietary Information; Confidentiality. Buyer Purchaser acknowledges that the Property Documents which are not recorded or public documents (collectively, the “Non-Public Property Documents”) are proprietary confidential and confidential have been and will be delivered to Buyer or made available for Buyer’s review Purchaser solely to assist Buyer Purchaser in determining the feasibility of purchasing and financing the Property. Buyer Purchaser shall not use the Non-Public Property Documents for any purpose other than as set forth in the preceding sentence. Buyer Except to the extent known or readily available to the public, Purchaser shall not disclose prior to the Closing the contents of the Non-Public Property Documents to any person other than to those persons who are responsible for determining the feasibility trustees, directors, officers, employees and partners of BuyerPurchaser or its parent company, and to Purchaser’s acquisition and financing of the Property (including potential lenders, partners, potential investors, consultantsattorneys, accountants and attorneys) other consultants and who permitted assignees and to the tenants under the Leases and Guarantor, provided that such persons have agreed to preserve the confidentiality of such information as required hereby hereby, and may be disclosed to the extent required by law (collectively, “Permitted Outside Parties”); provided. At any time and from time to time, howeverwithin two Business Days after Seller’s request, Buyer Purchaser shall disclose only such deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or any information to a particular Permitted Outside Party as is reasonably appropriate for that Permitted Outside Party to perform its role in assisting Buyer in determining taken from the feasibility of its acquisition and financing of the PropertyProperty Documents. Buyer Purchaser shall not divulge the contents of the Non-Public Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.6, or except as may be otherwise required by law (including without limitation, any disclosure required by the United States Securities and Exchange Commission) so long as Buyer uses reasonable efforts to limit the scope of any disclosure so required by law to the fullest extent permitted by applicable law4.7. In permitting Buyer Purchaser to review the Property Documents or any other information, Sellers have Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. The terms Purchaser’s obligations under this Section 4.7 and any other confidentiality agreement between Purchaser or its Affiliates and Seller or its Affiliates shall survive: (i) termination of this Section 4.6 shall terminate Agreement, and (ii) Closing solely with respect to financial information provided as part of Closingthe Property Documents and indemnification obligations.

Proprietary Information; Confidentiality. Buyer Purchaser acknowledges that the Property Documents which are not recorded or public documents (collectively, the “Non-Public Property Documents”) are proprietary and confidential and will be delivered to Buyer or made available for Buyer’s review Purchaser solely to assist Buyer Purchaser in determining the feasibility of purchasing and financing the Property. Buyer Purchaser shall not use the Non-Public Property Documents for any purpose other than as set forth in the preceding sentence. Buyer Purchaser shall not disclose the contents of the Non-Public Property Documents to any person other than to those persons who are responsible for determining the feasibility of Buyer’s Purchaser's acquisition and financing of the Property (including lenders, partners, investors, consultants, and attorneys) and who have agreed to preserve the confidentiality of such information as required hereby (collectively, “"Permitted Outside Parties”"); provided. At any time and from time to time, howeverwithin two business days after Sellers’ request, Buyer Purchaser shall deliver to Sellers a list of all parties to whom Purchaser has provided any Property Documents or any information taken from the Property Documents. Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Sellers written notice of the requirement and will cooperate with Sellers so that Sellers, at their expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such information content as may be necessary to a particular Permitted Outside Party as is reasonably appropriate for that Permitted Outside Party avoid any penalty, sanction, or other adverse consequence, and Purchaser will use reasonable efforts to perform its role in assisting Buyer in determining the feasibility secure confidential treatment of its acquisition and financing of the Propertyany such content so disclosed). Buyer Purchaser shall not divulge the contents of the Non-Public Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.6, or except as may be otherwise required by law (including without limitation, any disclosure required by the United States Securities and Exchange Commission) so long as Buyer uses reasonable efforts to limit the scope of any disclosure so required by law to the fullest extent permitted by applicable law4.7. In permitting Buyer Purchaser to review the Property Documents or any other information, Sellers have not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. The terms of this Section 4.6 As used hereunder, the term "Permitted Outside Parties" shall terminate as of Closingnot include Sellers’ existing mortgage lenders and Purchaser shall not deliver to Sellers’ existing mortgage lenders any information relating to the Property unless approved by Sellers in writing, in Sellers’ sole and absolute discretion.

Proprietary Information; Confidentiality. Buyer Purchaser acknowledges that the Property Documents which are not recorded or public documents (collectively, the “Non-Public Property Documents”) are proprietary and confidential and will be delivered to Buyer or made available for Buyer’s review Purchaser solely to assist Buyer Purchaser in determining the feasibility of purchasing and financing the Property. Buyer Purchaser shall not use the Non-Public Property Documents for any purpose other than as set forth in the preceding sentence. Buyer Purchaser shall not disclose the contents of the Non-Public Property Documents to any person other than to those persons who are responsible for determining the feasibility of Buyer’s Purchaser's acquisition and financing of the Property (including lenders, partners, investors, consultants, and attorneys) and who have agreed to preserve the confidentiality of such information as required hereby (collectively, “"Permitted Outside Parties”"); provided. At any time and from time to time, howeverwithin two business days after Seller's request, Buyer Purchaser shall disclose only such deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or any information to a particular Permitted Outside Party as is reasonably appropriate for that Permitted Outside Party to perform its role in assisting Buyer in determining taken from the feasibility of its acquisition and financing of the PropertyProperty Documents. Buyer Purchaser shall not divulge the contents of the Non-Public Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.6, or except as may be otherwise required by law (including without limitation, any disclosure required by the United States Securities and Exchange Commission) so long as Buyer uses reasonable efforts to limit the scope of any disclosure so required by law to the fullest extent permitted by applicable law0. In permitting Buyer Purchaser to review the Property Documents or any other information, Sellers have Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. The terms As used hereunder, the term "Permitted Outside Parties" shall not include Seller's existing mortgage lender and Purchaser shall not deliver to Seller's existing mortgage lender any information relating to the Property unless approved by Seller in writing, in Seller's sole and absolute discretion. Notwithstanding anything to the contrary in this Agreement, the Purchaser may release information to its underwriters, lenders and other sources of this Section 4.6 shall terminate as of Closingfinancing and their agents and may include information regarding the Property in any filing made by Purchaser with the United States Securities and Exchange Commission pursuant to federal or state securities law or regulations, including but not limited to a Form S-11 registration or a Rule 3-14 audit or any similar or related filing made by Purchaser.