Common use of Proprietary Information; Confidentiality Clause in Contracts

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are proprietary and confidential and will be delivered to Purchaser solely to assist 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. Prior to Closing, Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Except as set forth herein, neither Purchaser nor Purchaser’s Representatives shall disclose the contents of the Property Documents to any person other than to those persons who are responsible for determining the feasibility of Purchaser's acquisition and financing of the Property and Purchaser shall inform such persons of the confidential nature of such information and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 (collectively, "Permitted Outside Parties"). Purchaser may disclose such contents as are (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 promptly, 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 content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.7. In permitting Purchaser to review the Property Documents or any other information, 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 provisions of this Section 4.7 shall survive termination of this Agreement but shall not survive Closing.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are proprietary and confidential and will be delivered to Purchaser solely to assist 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 PropertyProperties. Prior to Closing, Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Except sentence and, except as set forth hereinmay be required by applicable Law, neither Purchaser nor Purchaser’s Representatives shall not disclose the contents of thereof or the 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 Purchaser's ’s acquisition and financing of the Property Properties and Purchaser shall inform such persons of who have agreed to preserve the confidential nature confidentiality of such information as required hereby, including without limitation Purchaser's attorneys, accountants, and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 insurance advisors (collectively, "“Permitted Outside Parties"”). Purchaser may disclose such contents as are (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order; provided, subpoena or demand issued by a court of competent jurisdiction (but will promptly, 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 orderhowever, Purchaser may shall disclose only such content information to a particular Permitted Outside Party as may be is reasonably necessary for that Permitted Outside Party to avoid any penalty, sanction, or other material adverse consequenceperform its role in assisting Purchaser determine the feasibility of its acquisition of the Properties, and nothing more. At any time and from time to time, within two (2) business days after Purchaser's receipt of a written request from Seller, Purchaser will use reasonable efforts shall deliver to secure confidential treatment Seller a list of all parties to whom Purchaser has provided any such content so disclosed)Property Documents or any information taken from the Property Documents. Purchaser shall not divulge the contents of the 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 4.74.8. In permitting Purchaser to review the Property Documents or and any other information, 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 provisions of this Section 4.7 4.8 shall survive the termination of this Agreement but shall not survive ClosingAgreement.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are proprietary and confidential and will be delivered to Purchaser solely to assist 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. Prior to Closing, Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Except as set forth herein, neither Purchaser nor Purchaser’s Representatives shall not disclose the contents of the Property Documents to any person other than to those persons who are responsible for determining the feasibility of Purchaser's acquisition and financing of the Property and Purchaser shall inform such persons of who have agreed to preserve the confidential nature confidentiality of such information and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 as required hereby (collectively, "Permitted Outside Parties"). At any time and from time to time, within two business days after Sellers’ request, 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 are (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 promptly, to the extent permitted under such laws or legal process, first give Seller Sellers written notice of the requirement and will cooperate with Seller Sellers so that SellerSellers, at its their expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.7. In permitting Purchaser to review the Property Documents or any other information, Seller has 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. As used hereunder, the term "Permitted Outside Parties" shall not include Lender Sellers’ existing mortgage lenders and Purchaser is permitted shall not deliver to deliver Sellers’ existing mortgage lenders any information relating to the Property to Lender unless approved by Sellers in connection with Purchaser’s assumption of the Existing Loanwriting, 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 Sellers’ sole 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 provisions of this Section 4.7 shall survive termination of this Agreement but shall not survive Closingabsolute discretion.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are proprietary and confidential and will be delivered to Purchaser solely to assist 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. Prior to Closing, Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Except as set forth herein, neither Purchaser nor Purchaser’s Representatives shall not disclose the contents of the Property Documents to any person other than to those persons who are responsible for determining the feasibility of Purchaser's acquisition and financing of the Property and Purchaser shall inform such persons of who have agreed to preserve the confidential nature confidentiality of such information and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 as required hereby (collectively, "Permitted Outside Parties"). Purchaser may disclose such contents as are (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial orderAt any time and from time to time, subpoena or demand issued by a court of competent jurisdiction (but will promptly, to the extent permitted under such laws or legal process, give Seller written notice of the requirement and will cooperate with Seller so that within two business days after Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order's request, Purchaser may disclose only such content as may be necessary shall deliver to avoid Seller a list of all parties to whom Purchaser has provided any penalty, sanction, Property Documents or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed)information taken from the Property Documents. Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.70. In permitting Purchaser to review the Property Documents or any other information, 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 not include Lender Seller's existing mortgage lender and Purchaser is permitted shall not deliver to deliver 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 Lender the contrary in connection with Purchaser’s assumption this Agreement, the Purchaser may release information to its underwriters, lenders and other sources 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 financing and their agents and may include information 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 any filing made by Purchaser with the United States Securities and Exchange Commission pursuant to federal or Purchaser Representatives in violation of this Agreementstate securities law or regulations, including but not limited to a Form S-11 registration or is or becomes available to Purchaser on a nonconfidential basis from a source, other than the Seller or its affiliates Rule 3-14 audit or any officer, director, trustee, agent, employee similar or other person acting or purporting to act on behalf of Seller or any of its affiliates; and (ii) related filing made by 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 provisions of this Section 4.7 shall survive termination of this Agreement but shall not survive Closing.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents and the Diligence URL/Password are proprietary and confidential and will be delivered to Purchaser solely to assist 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. Prior to Closing, Purchaser shall not use the Property Documents or the Diligence URL/Password for any purpose other than as set forth in the preceding sentence. Except as set forth herein, neither Purchaser nor Purchaser’s Representatives shall not disclose the contents of the Property Documents or the Diligence URL/Password to any person other than to those persons who are responsible for determining the feasibility of Purchaser's ’s acquisition and or financing of the Property (including, without limitation, Purchaser’s and Purchaser shall inform such persons of its lenders attorneys and consultants) and who have agreed to preserve the confidential nature confidentiality of such information and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 as required hereby (collectively, "“Permitted Outside Parties"”). Purchaser may disclose such contents as are (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial orderAt any time and from time to time, subpoena or demand issued by a court of competent jurisdiction (but will promptly, to the extent permitted under such laws or legal process, give Seller written notice of the requirement and will cooperate with Seller so that within two Business Days after Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order’s request, Purchaser may disclose only such content as may be necessary shall deliver to avoid Seller a list of all parties to whom Purchaser has provided any penalty, sanction, Property Documents or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of the Diligence URL/Password or any such content so disclosed)information taken from the Property Documents or the Diligence Website. Purchaser shall not divulge the contents of the Property Documents and Documents, the Diligence URL/Password or other information except in strict accordance with the confidentiality standards set forth in this Section 4.74.8. In permitting Purchaser to review the Property Documents or any other informationinformation or in granting Purchaser access to the Diligence Website, 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 obligations under this Section 4.8 shall survive the termination of the Existing Loan, but in such event Purchaser shall deliver this Agreement for a copy period of any environmental report, property condition report, engineering report, zoning report or similar third party reports regarding the Property to Seller at least one two (12) business day prior to delivery of same to Lender, solely for Seller's informational purposesyears. Notwithstanding anything contained in this the foregoing and notwithstanding the provisions of Section 4.7 or otherwise in this Agreement to the contrary12.14, the following information shall in no event be deemed proprietary and confidential: Purchaser (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 officerentity advised by Purchaser's affiliates) shall be permitted to disclose this transaction and/or the terms of this transaction and information in the Property Documents in any document as may be necessary to comply with any applicable federal or state securities laws, directorrules, 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 regulations or to comply with the extent it is based on or derived from information required to be treated as confidential hereunder). The provisions requirements of this Section 4.7 shall survive termination of this Agreement but shall not survive Closingthe Securities and Exchange Commission.

Proprietary Information; Confidentiality. Purchaser 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 Purchaser Buyer or made available for Buyer’s review solely to assist 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") Buyer in determining the feasibility of purchasing and financing the Property. Prior to Closing, Purchaser Buyer shall not use the Non-Public Property Documents for any purpose other than as set forth in the preceding sentence. Except as set forth herein, neither Purchaser nor Purchaser’s Representatives 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 Purchaser's Buyer’s acquisition and financing of the Property (including lenders, partners, investors, consultants, and Purchaser shall inform such persons of attorneys) and who have agreed to preserve the confidential nature confidentiality of such information and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 as required hereby (collectively, "“Permitted Outside Parties"”). Purchaser may disclose such contents as are (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order; provided, subpoena or demand issued by a court of competent jurisdiction (but will promptlyhowever, 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 Buyer shall disclose only such content information to a particular Permitted Outside Party as may be necessary is reasonably appropriate for that Permitted Outside Party to avoid any penalty, sanction, or other material adverse consequence, perform its role in assisting Buyer in determining the feasibility of its acquisition and Purchaser will use reasonable efforts to secure confidential treatment financing of any such content so disclosed)the Property. Purchaser 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 4.74.6, 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 Purchaser Buyer to review the Property Documents or any other information, Seller has 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. 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 provisions terms of this Section 4.7 4.6 shall survive termination terminate as of this Agreement but shall not survive Closing.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are proprietary confidential and confidential have been and will be delivered to Purchaser solely to assist 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. Prior to Closing, Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Except as set forth hereinto the extent known or readily available to the public, neither Purchaser nor Purchaser’s Representatives shall not disclose prior to the Closing the contents of the Property Documents to any person other than to those persons who are responsible for determining the feasibility trustees, directors, officers, employees and partners of Purchaser or its parent company, and to Purchaser's acquisition ’s potential lenders, potential investors, attorneys, accountants and financing of other consultants and permitted assignees and to the Property tenants under the Leases and Purchaser shall inform Guarantor, provided that such persons of have agreed to preserve the confidential nature confidentiality of such information as required hereby, and shall use commercially reasonable efforts may be disclosed to cause such persons to comply with the provisions of this Section 4.7 extent required by law (collectively, "“Permitted Outside Parties"”). Purchaser may disclose such contents as are (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial orderAt any time and from time to time, subpoena or demand issued by a court of competent jurisdiction (but will promptly, to the extent permitted under such laws or legal process, give Seller written notice of the requirement and will cooperate with Seller so that within two Business Days after Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order’s request, Purchaser may disclose only such content as may be necessary shall deliver to avoid Seller a list of all parties to whom Purchaser has provided any penalty, sanction, Property Documents or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed)information taken from the Property Documents. Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.7. In permitting Purchaser to review the Property Documents or any other information, 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 obligations under this Section 4.7 and any other confidentiality agreement between Purchaser or otherwise in this Agreement to the contrary, the following information its Affiliates and Seller or its Affiliates shall in no event be deemed proprietary and confidentialsurvive: (i) information or material that is or becomes generally available to the public through no action by Purchaser or Purchaser Representatives in violation termination 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 Closing solely with respect to financial information provided as part of 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 provisions of this Section 4.7 shall survive termination of this Agreement but shall not survive ClosingProperty Documents and indemnification obligations.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are proprietary and confidential and will be delivered to Purchaser solely to assist 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. Prior to Closing, Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Except as set forth herein, neither Purchaser nor Purchaser’s Representatives shall disclose the contents of the Property Documents to any person other than to those persons who are responsible for determining the feasibility of Purchaser's acquisition and financing of the Property and Purchaser shall inform such persons of the confidential nature of such information and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 (collectively, "Permitted Outside Parties"). Purchaser may disclose such contents as are (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 promptly, 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 content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.7. In permitting Purchaser to review the Property Documents or any other information, 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 provisions of this Section 4.7 shall survive termination of this Agreement but shall not survive Closing.