Common use of Confidentiality; Press Releases Clause in Contracts

Confidentiality; Press Releases. Borrower shall not disclose the contents of this Agreement and the other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Lender’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-to-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and no party hereto shall permit its Affiliates to, at any time issue any press release or other public disclosure using the name of Borrower, Lender, or any of their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Lender and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, Lender may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is intended to permit or authorize Borrower to make any contract on behalf of Lender. Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed - 68 - to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this Section 12.21, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. Borrower shall not disclose the contents of this Agreement and the other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without LenderAdministrative Agent’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-to-know basis, Omega, the Omega Senior Lessor, the Golden Living Lessors, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and no party hereto shall permit its Affiliates to, at any time issue any press release or other public disclosure using the name of any Borrower, Lender, Administrative Agent or any of their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender Administrative Agent and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Lender Administrative Agent and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, each Lender and Administrative Agent may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is intended to permit or authorize Borrower to make any contract on behalf of Administrative Agent or any Lender. Lender Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its and its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed - 68 - to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this Section 12.2112.22, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. Borrower Seller and Purchaser each hereby covenant and agree that (a) prior to the Closing neither Seller or Purchaser shall not disclose the contents of this Agreement and the other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Lender’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-to-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and no party hereto shall permit its Affiliates to, at any time issue any press release or other similar public disclosure using statement with respect to the name of Borrower, Lender, or any of their respective Affiliates or referring to transaction contemplated by this Agreement (a “Press Release”) without the prior written consent of the other, except to the extent required by applicable law (including securities laws and NYSE listing requirements), and (b) after the Closing, any Press Release issued by either Seller or Purchaser shall be subject to the review and approval of both parties (which approval shall not be unreasonably withheld, conditioned or delayed and such response shall be provided within two (2) Business Days after submission of a draft of the Press Release to the other Financing Agreements without party for review), except to the extent required by applicable law (including securities laws and NYSE listing requirements). If either Seller or Purchaser is required by applicable law (including securities laws and NYSE listing requirements) to issue a Press Release, such party shall, at least two (2) Business Days prior written notice to Borrowerthe issuance of the same, Lender deliver a copy of the proposed Press Release to the other party for its review; provided, however, if such disclosure required by law will be contained in any disclosure documents required by the Securities and Exchange Commission or the applicable Lender andNYSE, except for press releases then neither party shall be required to deliver a copy of the proposed disclosure to the other party or other public disclosures required under applicable Securities Laws, without obtain the prior written consent of Borrowerthe other party. For the avoidance of doubt, Lender and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, Lender may publish or disseminate a tombstone or similar advertising material relating notwithstanding anything herein to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is intended to permit or authorize Borrower to make contrary, the disclosure of any contract on behalf of Lender. Lender agrees to maintain the confidentiality of the Information economic terms (as defined below), except that Information may be disclosed (a) to each of its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountantsthe Purchase Price), legal counsel whether made as part of a disclosure required to be filed with the Securities and other professional advisors (it being understood that Exchange Commission, the Persons NYSE or otherwise, shall be subject to whom the approval of the non-disclosing party, in such party’s sole discretion, unless such disclosure is made will be informed of the confidential nature of such information required by law (including securities laws and instructed - 68 - to keep such Information confidentialNYSE listing requirements), (b) to the extent requested by any regulatory authority, (c) . Except to the extent required by applicable Laws law (including securities laws and NYSE listing requirements), the terms and conditions contained in this Agreement shall not be disclosed to any third parties other than to those authorized representatives of the parties and their accountants, professionals, consultants, attorneys and lenders, who need to know the information for the purpose of consummating the closing of the Property contemplated in the Agreement. Without limiting the foregoing requirement for Seller approval, the name “CBRE” shall not be used or regulations referenced in any public announcement, press release or disclosure relating to the transactions contemplated under this Agreement, except to the extent required by applicable law (including securities laws and NYSE listing requirements). Purchaser acknowledges and agrees that the use of such name in any subpoenapublic announcement, judicial order press release or similar legal process or bank regulatory processdisclosure is not accurate and Purchaser will instruct Purchaser’s partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (dcollectively, the “Purchaser Parties”) to any other party to comply with this Agreement or any other Financing Agreement, (e) in connection with provision. Each of Seller and Purchaser stipulates that the exercise breach of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those requirements of this Section 12.2112.8 will cause irreparable harm to the other for which damages may not constitute an adequate remedy. Accordingly, Seller and Purchaser agree that any breach of the requirements of this Section 12.8 may be enjoined by an appropriate court order or judgment. Seller’s and Purchaser’s remedies are not limited to any assignee injunctive relief for a breach of or Participant inthe requirements of this Section 12.8, or any prospective assignee and all legal and equitable remedies will continue to be available to Seller and Purchaser. For purposes of or Participant inthis Section 12.8, any the parties may rely on their attorneys and accountants to determine the requirements of its rights or obligations under law. The provisions of this AgreementSection 12.8 shall survive Closing.

Confidentiality; Press Releases. Borrower shall not disclose Except and to the contents of this Agreement and the other Financing Agreements to any third party extent required by applicable law (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without LenderBuyer’s prior written consent, other than obligation to Borrower’s officers, lawyers file a report on Form 8-K with the Securities and other professional advisors on Exchange Commission and issue a need-to-know basis, and press release in connection with any filings required to be made under any applicable federal or state securities laws or the execution and delivery of this Agreement) and the rules and regulations (“Securities Laws”). Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential of the American Stock Exchange, and may not be disclosed to any other Person, except as required by applicable Lawsmay be necessary to consummate the transactions contemplated hereby, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and until the Closing no party hereto shall permit its Affiliates todisclose the existence of this Agreement, at or any time issue of the terms or provisions hereof, or make any press release or other public disclosure using the name of Borrower, Lender, or any of their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Lawssimilar disclosure, without the prior written consent of Borrowerthe other party. To the extent reasonably feasible, Lender and the applicable Lender, which consent shall not unreasonably be withheld, conditioned initial press release or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned other announcement or delayed, Lender may publish or disseminate a tombstone or similar advertising material relating to notice regarding the financing transactions contemplated by this Agreement. Nothing contained Agreement shall be made jointly by the parties; provided, however, that nothing in this Agreement is intended to permit or authorize Borrower to make shall prohibit any contract on behalf of Lenderparty from making press release required by applicable law. Lender agrees to maintain Upon the Closing, the confidentiality and non-disclosure obligations of the Information (as defined below)parties hereunder and under the Confidentiality Agreement shall terminate, except to the extent that such obligations relate to documentation or information relating to any properties of Seller other than the Property and the businesses conducted thereon, which obligations shall survive until the expiration of the Confidentiality Agreement in accordance with its terms. Notwithstanding the foregoing, following the Closing, without the prior written consent of Buyer, neither Seller nor any of its Affiliates shall, directly or indirectly, disclose to any Person any non-public information regarding the Property, except that Information Seller and its Affiliates may be disclosed disclose such information (a) in connection with matters related to each of its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed sale of the confidential nature of such information and instructed - 68 - to keep such Information confidential), Property or the other transactions contemplated by the Transaction Documents; (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise preparation of any remedies hereunder reports and documents to be filed by Seller or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this Section 12.21, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights Affiliates with any Governmental Authority; (c) to Seller’s officers, directors, employees, agents, representatives, attorneys and accountants provided that Seller shall be responsible for any non-permitted disclosure of such information by any such Persons; (d) if required to do so by a Governmental Authority of competent jurisdiction, and (e) if such information is in the public domain or obligations under this Agreementis previously published or disseminated by a third party other than pursuant to the provisions of a confidentiality agreement entered with Buyer.

Confidentiality; Press Releases. Borrower Purchaser shall not disclose make no public announcement, press release or disclosure of the contents transactions contemplated under this Agreement, nor any information related to this Agreement, to outside brokers, media or third parties, before or after the Closing, without the prior written specific consent of Seller; provided, however, that Purchaser may, subject to the provisions of Section 4.7, make disclosure of this Agreement to its Permitted Outside Parties as necessary to perform its obligations hereunder and the other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless as may be required by applicable Laws or by any subpoena, judicial order or similar legal process, without Lender’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-to-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”)applicable to Purchaser. Borrower agrees Seller shall make no public announcement, press release or disclosure of the transactions contemplated under this Agreement, nor any information related to inform all such Persons who receive information concerning this Agreement, to outside brokers, media or third parties, before or after the Closing, Exhibit M, List of Existing Loan Documents M-38 without the prior written specific consent of Purchaser; provided, however, that Seller may make disclosure of this Agreement to Seller's employees, agents, representatives, lenders, investors, surveyors, engineers, contractors and consultants as necessary to perform its obligations hereunder and as may be required under laws or regulations applicable to Seller. Prior to Closing, Seller shall inform the Broker of the foregoing requirements and instruct broker to comply with same. Notwithstanding the foregoing, if the Closing occurs, each of Purchaser and Seller shall have the right, after the Closing, to publicize the transaction in a reasonable and customary manner; provided, however, that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and no party hereto shall permit its Affiliates to, at any time issue any press release or other public disclosure using regarding this Agreement shall not disclose the name of BorrowerPurchaser or Seller, Lender, the Purchase Price or any of their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, economic terms set forth herein without the prior written consent of Borrowerthe other party. Without limiting the foregoing requirement for Seller approval, Lender and the applicable Lender, which consent name "Crow Holdings" shall not unreasonably in any event be withheldused or referenced in any public announcement, conditioned press release or delayeddisclosure relating to the transactions contemplated under this Agreement. Upon BorrowerPurchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with this provision. Without Purchaser’s prior written consent, which consent the name "Berkshire Property Advisors" or any variation thereof shall not unreasonably be withheldused or referenced in any public announcement, conditioned press release or delayed, Lender may publish disclosure by or disseminate a tombstone or similar advertising material on behalf of Seller relating to the financing transactions contemplated by under this Agreement. Nothing contained in Seller will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Seller Parties") to comply with this Agreement is intended to permit or authorize Borrower to make any contract provision. Each party, on behalf of Lender. Lender agrees to maintain itself and the confidentiality Purchaser Parties or Seller Parties, as applicable, stipulates that the breach of the Information (as defined below), except that Information may be disclosed (a) to each of its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed - 68 - to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those requirements of this Section 12.2112.8 will cause irreparable harm to the non-breaching party for which damages may not constitute an adequate remedy. Accordingly, each party agrees, on its own behalf and on behalf of the Purchaser Parties or Seller Parties, as applicable, that any breach of the requirements of this Section 12.8 may be enjoined by an appropriate court order or judgment. Each party’s remedies in the event of a breach by the other party of this Section 12.8 are not limited to any assignee injunctive relief for a breach of or Participant inthe requirements of this Section 12.8, or any prospective assignee and all legal and equitable remedies will continue to be available to the non-breaching party. The provisions of or Participant in, any of its rights or obligations under this AgreementSection 12.8 shall survive Closing.

Confidentiality; Press Releases. Borrower shall not disclose the contents of this Agreement and the other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without LenderAdministrative Agent’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-to-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and no party hereto shall permit its Affiliates to, at any time issue any press release or other public disclosure using the name of any Borrower, Lender, Administrative Agent or any of their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender Administrative Agent and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Lender Administrative Agent and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, each Lender and Administrative Agent may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is intended to permit or authorize Borrower to make any contract on behalf of Administrative Agent or any Lender. Lender Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its and its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed - 68 - to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this Section 12.2112.22, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. Borrower shall not disclose the contents of this Agreement and the other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Lender’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-to-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and no party hereto shall permit its Affiliates to, at any time issue any press release or other public disclosure using the name of Borrower, Lender, or any of their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Lender and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, Lender may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is intended to permit or authorize Borrower to make any contract on behalf of Lender. Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed - 68 - to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this Section 12.21, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. Borrower Purchaser shall not disclose make no public announcement, press release or disclosure of the contents transactions contemplated under this Agreement, nor any information related to this Agreement, to outside brokers, media or third parties, before or after the Closing, without the prior written specific consent of Seller; provided, however, that Purchaser may, subject to the provisions of Section 4.7, make disclosure of this Agreement to its Permitted Outside Parties as necessary to perform its obligations hereunder and the other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless as may be required by applicable Laws or by any subpoena, judicial order or similar legal process, without Lender’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-to-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”)applicable to Purchaser. Borrower agrees Seller shall make no public announcement, press release or disclosure of the transactions contemplated under this Agreement, nor any information Exhibit M, List of Existing Loan Documents M-36 related to inform all such Persons who receive information concerning this Agreement, to outside brokers, media or third parties, before or after the Closing, without the prior written specific consent of Purchaser; provided, however, that Seller may make disclosure of this Agreement to Seller's employees, agents, representatives, lenders, investors, surveyors, engineers, contractors and consultants as necessary to perform its obligations hereunder and as may be required under laws or regulations applicable to Seller. Prior to Closing, Seller shall inform the Broker of the foregoing requirements and instruct broker to comply with same. Notwithstanding the foregoing, if the Closing occurs, each of Purchaser and Seller shall have the right, after the Closing, to publicize the transaction in a reasonable and customary manner; provided, however, that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and no party hereto shall permit its Affiliates to, at any time issue any press release or other public disclosure using regarding this Agreement shall not disclose the name of BorrowerPurchaser or Seller, Lender, the Purchase Price or any of their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, economic terms set forth herein without the prior written consent of Borrowerthe other party. Without limiting the foregoing requirement for Seller approval, Lender and the applicable Lender, which consent name "Crow Holdings" shall not unreasonably in any event be withheldused or referenced in any public announcement, conditioned press release or delayeddisclosure relating to the transactions contemplated under this Agreement. Upon BorrowerPurchaser acknowledges and agrees that the use of such name in any public announcement, press release or disclosure is not accurate and Purchaser will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Purchaser Parties") to comply with this provision. Without Purchaser’s prior written consent, which consent the name "Berkshire Property Advisors" or any variation thereof shall not unreasonably be withheldused or referenced in any public announcement, conditioned press release or delayed, Lender may publish disclosure by or disseminate a tombstone or similar advertising material on behalf of Seller relating to the financing transactions contemplated by under this Agreement. Nothing contained in Seller will instruct Purchaser's partners, lenders, investors, brokers, agents, employees, officers, directors, attorneys and representatives (collectively, the "Seller Parties") to comply with this Agreement is intended to permit or authorize Borrower to make any contract provision. Each party, on behalf of Lender. Lender agrees to maintain itself and the confidentiality Purchaser Parties or Seller Parties, as applicable, stipulates that the breach of the Information (as defined below), except that Information may be disclosed (a) to each of its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed - 68 - to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those requirements of this Section 12.2112.8 will cause irreparable harm to the non-breaching party for which damages may not constitute an adequate remedy. Accordingly, each party agrees, on its own behalf and on behalf of the Purchaser Parties or Seller Parties, as applicable, that any breach of the requirements of this Section 12.8 may be enjoined by an appropriate court order or judgment. Each party’s remedies in the event of a breach by the other party of this Section 12.8 are not limited to any assignee injunctive relief for a breach of or Participant inthe requirements of this Section 12.8, or any prospective assignee and all legal and equitable remedies will continue to be available to the non-breaching party. The provisions of or Participant in, any of its rights or obligations under this AgreementSection 12.8 shall survive Closing.

Confidentiality; Press Releases. Borrower Each Class B Member shall not keep confidential all Confidential Information obtained pursuant to this Agreement, except that a Member shall be entitled to disclose such Confidential Information to its lawyers, accountants and other service providers as reasonably necessary in the contents furtherance of this Agreement such Member’s bona fide interests, as otherwise required by law or judicial process and to comply with reporting requirements (including the rules of any applicable securities exchange or quotation or listing system), and to potential permitted transferees of its Membership Interest, provided that such potential transferees enter into customary confidentiality agreements, with the Company and the other Financing Agreements Members expressly stated therein to any be third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Lender’s beneficiaries thereof prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-to-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”)the disclosure of Confidential Information. Borrower Each Class B Member agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and no party hereto shall permit its Affiliates to, at any time issue any press release or other make any public disclosure using statement with respect to the name business and affairs of Borrowerthe Company, Lender, or any of Alterra and their respective Subsidiaries and Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrowerthe Class A Member (which shall not be unreasonably withheld); provided, Lender however, in the event a Class B Member is required by applicable law or any listing agreement with any national securities exchange or quotation or listing system to issue a press release or make a public statement prior to such consent, such Class B Member shall only be required to consult with the Class A Member and the applicable LenderCompany before issuing such press release or making such public statement and will not issue any such press release or make any such public statement prior to such consultation.. Notwithstanding the foregoing, which consent shall not unreasonably be withheldeach Class B Member (and each employee, conditioned representative or delayed. Upon Borrower’s prior written consentother agent of a Member) may disclose to any and all Persons, which consent shall not unreasonably be withheldwithout limitation of any kind, conditioned or delayed, Lender may publish or disseminate a tombstone or similar advertising material relating to the financing tax treatment and tax structure of the transactions contemplated by this AgreementAgreement and all materials of any kind (including opinions or other tax analyses) that are provided to such Member relating to such tax treatment and tax structure. Nothing contained in this Agreement is intended to permit or authorize Borrower to make any contract on behalf of LenderDISCLOSURES. Lender agrees to maintain the confidentiality of the Information THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED (as defined belowTHE “1933 ACT”), except that Information may be disclosed (a) to each of its Affiliates’ respective directorsOR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS. SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND SUCH LAWS PURSUANT TO EXEMPTION FROM REGISTRATION THEREUNDER. THERE WILL NOT BE ANY PUBLIC MARKET FOR THE SECURITIES. IN ADDITION, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed - 68 - to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this Section 12.21, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this AgreementTHE TERMS OF THIS AGREEMENT RESTRICT THE TRANSFERABILITY OF THE SECURITIES.

Confidentiality; Press Releases. Borrower The parties shall at all times keep this Lease confidential, except to the extent necessary to (i) comply with applicable Law and regulations (including any securities laws), or (ii) carry out the obligations set forth in this Lease; provided, however, that either party shall be allowed to disclose such information to the party's assignees, prospective purchasers, subtenants, agents, employees, contractors, consultants, brokers, accountants, rating agencies or attorneys, prospective landlords of replacement premises as well as lenders (if any), investment bankers and venture capital groups, investors, with a need to know, and except to the extent that disclosure is necessary for a party to exercise its rights and perform its obligations under this Lease, provided, that, in all cases, the disclosure is no broader than necessary and the party who receives the disclosure agrees prior to receiving the disclosure to keep the information confidential. Except a result of a breach of this Lease, disclosure of information by either party shall not disclose the contents be prohibited if that disclosure is of this Agreement information that is or becomes a matter of public record or public knowledge or from sources other than Tenant or Landlord or their respective agents, employees, contractors, consultants or attorneys. In addition, Tenant and the other Financing Agreements Landlord shall each be entitled at any time to any third party (including, without limitation, any financial institution make customary disclosures on investor/earnings calls or intermediary), unless meetings or in earning releases or in filings required by applicable Laws the Securities Exchange Commission or by any subpoena, judicial order or similar legal process, without Lender’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-to-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be disclosed to any other Person, except as otherwise required by applicable Laws. Landlord is obligated to regularly provide financial information concerning Landlord and/or its affiliates (including Xxxxxx Realty Corporation, a public company whose shares of stock are listed on the New York Stock Exchange) to the shareholders of its affiliates, to the SEC and other regulatory agencies, and to auditors and underwriters, which information may include summaries of financial information concerning leases, rents, costs and results of operations of its real estate business, including Securities Lawsany rents or results of operations affected by this Lease. Either party may issue press releases in the ordinary course of business announcing that Landlord has leased the Premises to Tenant; provided, or by any subpoenahowever, judicial order or similar legal process. No that neither party hereto shallmay disclose the economic terms of this Lease (as opposed to the length of the Lease Term, the RSF of the Premises, and no party hereto shall permit its Affiliates tothe identity of Tenant, at any time issue which may be included in Landlord's press release) in any press release or other public disclosure using the name of Borrower, Lender, or any of their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Lawsrelease, without the prior written consent of Borrower, Lender and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written other party's consent, which consent shall not unreasonably be withheld, conditioned or delayed, Lender may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is intended to permit or authorize Borrower to make any contract on behalf of Lender. Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom granted or withheld in such disclosure is made will be informed of the confidential nature of such information and instructed - 68 - to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this Section 12.21, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreementparty' sole discretion.

Confidentiality; Press Releases. Borrower shall not disclose the contents of this Agreement and the other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without LenderAdministrative Agent’s prior written consent, other than to Borrower’s officers, lawyers and other professional advisors on a need-to-know basis, and in connection with any filings required to be made under any applicable federal or state securities laws or regulations (“Securities Laws”). Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential and may not be DM3\7000734.9 disclosed to any other Person, except as required by applicable Laws, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and no party hereto shall permit its Affiliates to, at any time issue any press release or other public disclosure using the name of any Borrower, Lender, Administrative Agent or any of their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender Administrative Agent and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Laws, without the prior written consent of Borrower, Lender Administrative Agent and the applicable Lender, which consent shall not unreasonably be withheld, conditioned or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned or delayed, each Lender and Administrative Agent may publish or disseminate a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement. Nothing contained in this Agreement is intended to permit or authorize Borrower to make any contract on behalf of Administrative Agent or any Lender. Lender Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its and its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed - 68 - to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise of any remedies hereunder or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this Section 12.2112.22, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement.

Confidentiality; Press Releases. Borrower shall not disclose Except and to the contents of this Agreement and the other Financing Agreements to any third party extent required by applicable law (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without LenderBuyer’s prior written consent, other than obligation to Borrower’s officers, lawyers file a report on Form 8-K with the Securities and other professional advisors on Exchange Commission and issue a need-to-know basis, and press release in connection with any filings required to be made under any applicable federal or state securities laws or the execution and delivery of this Agreement) and the rules and regulations (“Securities Laws”). Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential of the American Stock Exchange, and may not be disclosed to any other Person, except as required by applicable Lawsmay be necessary to consummate the transactions contemplated hereby, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and until the Closing no party hereto shall permit its Affiliates todisclose the existence of this Agreement, at or any time issue of the terms or provisions hereof, or make any press release or other public disclosure using the name of Borrower, Lender, or any of their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Lawssimilar disclosure, without the prior written consent of Borrowerthe other party. To the extent reasonably feasible, Lender and the applicable Lender, which consent shall not unreasonably be withheld, conditioned initial press release or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned other announcement or delayed, Lender may publish or disseminate a tombstone or similar advertising material relating to notice regarding the financing transactions contemplated by this Agreement. Nothing contained Agreement shall be made jointly by the parties; provided, however, that nothing in this Agreement is intended to permit or authorize Borrower to make shall prohibit any contract on behalf of Lenderparty from making press release required by applicable law. Lender agrees to maintain Upon the Closing, the confidentiality and non-disclosure obligations of the Information (as defined below)parties hereunder and under the Confidentiality Agreement shall terminate, except to the extent that such obligations relate to documentation or information relating to any properties of Seller other than the Property and the businesses conducted thereon, which obligations shall survive until the expiration of the Confidentiality Agreement in accordance with its terms. Notwithstanding the foregoing, following the Closing, without the prior written consent of Buyer, neither Seller nor any of its Affiliates shall, directly or indirectly, disclose to any Person any non-public information regarding the Property, except that Information Seller and its Affiliates may be disclosed disclose such information (a) in connection with matters related to each of its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed sale of the confidential nature of such information and instructed - 68 - to keep such Information confidential), Property or the other transactions contemplated by the Transaction Documents; (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise preparation of any remedies hereunder reports and documents to be filed by Seller or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this Section 12.21, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights Affiliates with any Governmental Authority; (c) to Seller’s officers, directors, members, managers, employees, agents, representatives, attorneys and accountants provided that Seller shall be responsible for any non-permitted disclosure of such information by any such Persons; (d) if required to do so by a Governmental Authority of competent jurisdiction, and (e) if such information is in the public domain or obligations under this Agreementis previously published or disseminated by a third party other than pursuant to the provisions of a confidentiality agreement entered with Buyer.

Confidentiality; Press Releases. Borrower shall not disclose Except and to the contents of this Agreement and the other Financing Agreements to any third party extent required by applicable law (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without LenderBuyer’s prior written consent, other than obligation to Borrower’s officers, lawyers file a report on Form 8-K with the Securities and other professional advisors on Exchange Commission and issue a need-to-know basis, and press release in connection with any filings required to be made under any applicable federal or state securities laws or the execution and delivery of this Agreement) and the rules and regulations (“Securities Laws”). Borrower agrees to inform all such Persons who receive information concerning this Agreement that such information is confidential of the American Stock Exchange, and may not be disclosed to any other Person, except as required by applicable Lawsmay be necessary to consummate the transactions contemplated hereby, including Securities Laws, or by any subpoena, judicial order or similar legal process. No party hereto shall, and until the Closing no party hereto shall permit its Affiliates todisclose the existence of this Agreement, at or any time issue of the terms or provisions hereof, or make any press release or other public disclosure using the name of Borrower, Lender, or any of their respective Affiliates or referring to this Agreement or the other Financing Agreements without at least two (2) Business Days prior written notice to Borrower, Lender and the applicable Lender and, except for press releases or other public disclosures required under applicable Securities Lawssimilar disclosure, without the prior written consent of Borrowerthe other party. To the extent reasonably feasible, Lender and the applicable Lender, which consent shall not unreasonably be withheld, conditioned initial press release or delayed. Upon Borrower’s prior written consent, which consent shall not unreasonably be withheld, conditioned other announcement or delayed, Lender may publish or disseminate a tombstone or similar advertising material relating to notice regarding the financing transactions contemplated by this Agreement. Nothing contained Agreement shall be made jointly by the parties; provided, however, that nothing in this Agreement is intended to permit or authorize Borrower to make shall prohibit any contract on behalf of Lenderparty from making press release required by applicable law. Lender agrees to maintain Upon the Closing, the confidentiality and non-disclosure obligations of the Information parties hereunder and under the Confidentiality Agreement shall terminate, except to the extent that such obligations relate to documentation or information relating to any motion picture theaters other than the Theaters (as defined belowincluding Seller’s Los Angeles theaters), which obligations shall survive until the expiration of the Confidentiality Agreement in accordance with its terms. Notwithstanding the foregoing, following the Closing, without the prior written consent of Buyer, neither Seller nor any of its Affiliates shall, directly or indirectly, disclose to any Person any non-public information regarding the Purchased Assets or the Business, except that Information Seller and its Affiliates may be disclosed disclose such information (a) in connection with matters related to each of its Affiliates’ respective directors, officers, managers, employees and agents, including, without limitation, accountants, legal counsel and other professional advisors (it being understood that the Persons to whom such disclosure is made will be informed sale of the confidential nature of such information and instructed - 68 - to keep such Information confidential), Purchased Assets or the other transactions contemplated by the Transaction Documents; (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable Laws or regulations or by any subpoena, judicial order or similar legal process or bank regulatory process, (d) to any other party to this Agreement or any other Financing Agreement, (e) in connection with the exercise preparation of any remedies hereunder reports and documents to be filed by Seller or under any Financing Agreement or any suit, action or proceedings relating to this Agreement or any Financing Agreement or the enforcement of rights hereunder or thereunder, or (f) subject to an agreement containing provisions substantially the same as those of this Section 12.21, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights Affiliates with any Governmental Authority; (c) to Seller’s officers, directors, employees, agents, representatives, attorneys and accountants provided that Seller shall be responsible for any non-permitted disclosure of such information by any such Persons; (d) if required to do so by a Governmental Authority of competent jurisdiction, and (e) if such information do so by a Governmental Authority of competent jurisdiction, and (e) if such information is in the public domain or obligations under this Agreementis previously published or disseminated by a third party other than pursuant to the provisions of a confidentiality agreement entered with Buyer.