Common use of Publicity and Confidentiality Clause in Contracts

Publicity and Confidentiality. Buyer and Seller each agree that the terms of the Transactions, the identities of Buyer and Seller, and all information made available by one party to the other or in any way relating to the other party’s interest in the Transactions, shall be maintained in strict confidence and no disclosure of such information will be made, whether or not the Transaction shall close, except to such attorneys, accountants, investment advisors, lenders and others as are reasonably required to evaluate and consummate the Transactions or to enforce their rights hereunder; provided that, Buyer shall be entitled to (i) prior to Closing (to the extent Buyer has elected to approve due diligence, and in no event earlier than the expiration of the Due Diligence Period), make a disclosure or issue a press release that the Transaction is planned to occur and including only factual information and the aggregate Purchase Price, the general markets where the Properties are located, the number of Properties, and the total aggregate square footage of the Improvements, but shall not disclose the name of Respective Seller, the Allocated Purchase Price for any Property, or specific Property addresses or tenant names, and any such press release shall be subject to the reasonable approval by Seller’s Investment Advisor provided that (A) such approval shall be deemed given if Seller’s Investment Advisor has not responded by 5:00 p.m. on the business day following the date Seller’s Investment Advisor receives such approval request from Buyer, and (B) Seller’s Investment Advisor may not withhold approval of the content of such press release that contains the information specifically permitted above; and (ii) after the Closing, make such disclosures (which may be in a form of a press release) and filings regarding the Properties as are required or customary pursuant to United States or Canadian securities laws, which may include listing Property addresses, the Allocated Purchase Price, and major tenant names (but still not disclosing the name of the Respective Sellers). Buyer and Seller each further agree and covenant as follows, subject to the foregoing paragraph: (a) Except as permitted above in this Section 16, neither Buyer nor Seller shall disclose or authorize the disclosure of the terms of this Agreement or any instruments, documents, or assignments delivered in connection with this Agreement, or the identity of the other party to this Agreement in any public statement, news release, or other announcement or publication. Seller agrees to hold in strict confidence any information shared with Seller by Buyer relating to Buyer’s acquisition strategy or funding sources for the Transaction. (b) Nothing in this Paragraph 16 shall prevent either Buyer or Seller from disclosing or accessing any information otherwise deemed confidential under this Paragraph 16 (i) in connection with that party’s enforcement of its rights hereunder, (ii) pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement, (iii) in connection with performance by either party of its obligations under this Agreement (including, but not limited to, the delivery and recordation of instruments, notices or other documents required hereunder), or (iv) to advisors, attorneys, accountants, lenders, potential investors, participants or assignees in or of the transaction contemplated by this Agreement or such party’s rights therein. The provisions of this Paragraph 16 shall survive termination of this Agreement and the Closing.

Publicity and Confidentiality. Buyer and Seller each agree that (a) All news releases, publicity or advertising by any Borrower or their Affiliates through any media intended to reach the terms of general public which refers to the TransactionsLoan Documents or the financing evidenced by the Loan Documents, to any Lender, the identities Affiliate of Buyer and Seller, and all information made available by one party any Lender that acts as the issuer with respect to the a Securitization or any of their other or in any way relating to the other party’s interest in the Transactions, shall be maintained in strict confidence and no disclosure of such information will be made, whether or not the Transaction shall close, except to such attorneys, accountants, investment advisors, lenders and others as are reasonably required to evaluate and consummate the Transactions or to enforce their rights hereunder; provided that, Buyer shall be entitled to (i) prior to Closing (to the extent Buyer has elected to approve due diligence, and in no event earlier than the expiration of the Due Diligence Period), make a disclosure or issue a press release that the Transaction is planned to occur and including only factual information and the aggregate Purchase Price, the general markets where the Properties are located, the number of Properties, and the total aggregate square footage of the Improvements, but shall not disclose the name of Respective Seller, the Allocated Purchase Price for any Property, or specific Property addresses or tenant names, and any such press release Affiliates shall be subject to the reasonable prior written approval of Lender; provided, however, that notwithstanding the foregoing, Borrower shall be entitled without Lender’s consent, to make disclosures necessary in order to comply with Legal Requirements applicable to Borrower, Guarantor or any of their Affiliates. Lender shall be permitted to share any information provided by Seller’s Investment Advisor Whitehall hereunder with the investment banking firms, lenders, investors, assignees of the Loan, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction, provided that (A) such approval shall be deemed given if Seller’s Investment Advisor has not responded by 5:00 p.m. on the business day following the date Seller’s Investment Advisor receives such approval request from Buyer, and (B) Seller’s Investment Advisor may not withhold approval of the content of such press release that contains the information specifically permitted above; and (ii) after the Closing, make such disclosures (which may be in a form of a press release) and filings regarding the Properties as third parties are required or customary pursuant to United States or Canadian securities laws, which may include listing Property addresses, the Allocated Purchase Price, and major tenant names (but still not disclosing the name of the Respective Sellers). Buyer and Seller each further agree and covenant as follows, subject to the foregoing paragraph: (a) Except as permitted above in this Section 16, neither Buyer nor Seller shall disclose or authorize the disclosure of the terms of this Agreement or any instruments, documents, or assignments delivered in connection with this Agreement, or the identity of the other party confidentiality agreements reasonably acceptable to this Agreement in any public statement, news release, or other announcement or publication. Seller agrees to hold in strict confidence any information shared with Seller by Buyer relating to Buyer’s acquisition strategy or funding sources for the TransactionWhitehall. (b) Nothing in this Paragraph 16 shall prevent either Buyer Lender agrees, for the sole benefit of Whitehall (and not any successor to or Seller from disclosing assign of Whitehall), that any reports, statements or accessing any other information otherwise deemed confidential required to be delivered or provided under this Paragraph 16 Agreement, under the Loan Documents, or under a Replacement Guaranty and furnished at any time and from time to time by Borrower, Preferred Equity Investor, or a guarantor under a Replacement Guaranty and relating to Whitehall (“Furnished Information”) which is financial information with respect to Whitehall which is provided to Lender by or on behalf of Borrower, Preferred Equity Investor or Whitehall and which when delivered to Lender is specifically identified in writing as confidential (such information “Confidential Furnished Financial Information”) shall be kept confidential; except that summary financial information regarding Whitehall, including statements as to net worth, liquidity, total assets under management and similar statements of financial wherewithal with respect to Whitehall (“Summary Financial Information”), may be included in any Disclosure Document and may be disclosed to investment banking firms, lenders, investors, assignees of the Loan, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction, provided that such parties are subject to confidentiality agreements reasonably acceptable to Whitehall. In addition, any other Confidential Furnished Financial Information may also be disclosed to any Rating Agency, underwriter or NRSRO; provided (i) each Rating Agency or underwriter to which such information is disclosed has executed its usual and customary confidentiality agreement and (ii) any NRSRO desiring access to any secured website containing such information shall, as a condition to its access to, have either furnished to the Securities and Exchange Commission the certification required under Rule 17g-5(e) of the Exchange Act or be required to agree to (or “click through”) such website’s confidentiality provisions. Nothing herein shall preclude Lender from disclosing any Confidential Furnished Financial Information (A) as required by any applicable Legal Requirement, (B) which is already publicly available as a result of disclosure by any other party, (C) in response to any order of any court or other Governmental Authority, or (D) if Lender is required to do so in connection with any litigation or similar proceeding; provided that party’s enforcement in the case of its rights hereunderclause (A), (iiC) pursuant or (D), Lender shall exercise reasonable efforts to any legal requirement, any statutory reporting give prior written notice of such requirement or any accounting or auditing disclosure requirement, to Whitehall (iiito the extent it is lawful to do so) in connection with performance by either party of its obligations under this Agreement (including, but not limited order to permit Whitehall to, and shall reasonably cooperate, provided such cooperation shall be at no cost or expense to Lender, with Whitehall in its efforts to, seek a protective order at Whitehall’s sole cost and expense). Confidential Furnished Financial Information shall in no event be deemed to include Furnished Information pertaining to Whitehall’s investment in the delivery and recordation Properties, including without limitation, the ownership structure of instruments, notices or other documents required hereunder), or (iv) to advisors, attorneys, accountants, lenders, potential investors, participants or assignees in or of the transaction contemplated by this Agreement or such party’s rights therein. The provisions of this Paragraph 16 shall survive termination of this Agreement and the ClosingBorrower.

Publicity and Confidentiality. Buyer and Seller each agree that the terms of the Transactions, the identities of Buyer and Seller, and all information made available by one 5.1 Neither party to the other or in any way relating to the other party’s interest in the Transactions, shall be maintained in strict confidence and no disclosure of such information will be made, whether or not the Transaction shall close, except to such attorneys, accountants, investment advisors, lenders and others as are reasonably required to evaluate and consummate the Transactions or to enforce their rights hereunder; provided that, Buyer shall be entitled to (i) prior to Closing (to the extent Buyer has elected to approve due diligence, and in no event earlier than the expiration of the Due Diligence Period), make a disclosure or issue a press release that the Transaction is planned to occur and including only factual information and the aggregate Purchase Price, the general markets where the Properties are located, the number of Properties, and the total aggregate square footage of the Improvements, but shall not disclose the name of Respective Seller, the Allocated Purchase Price for any Property, or specific Property addresses or tenant names, and any such press release shall be subject to the reasonable approval by Seller’s Investment Advisor provided that (A) such approval shall be deemed given if Seller’s Investment Advisor has not responded by 5:00 p.m. on the business day following the date Seller’s Investment Advisor receives such approval request from Buyer, and (B) Seller’s Investment Advisor may not withhold approval of the content of such press release that contains the information specifically permitted above; and (ii) after the Closing, make such disclosures (which may be in a form of a press release) and filings regarding the Properties as are required or customary pursuant to United States or Canadian securities laws, which may include listing Property addresses, the Allocated Purchase Price, and major tenant names (but still not disclosing use the name of the Respective Sellers). Buyer and Seller each further agree and covenant as follows, subject to other in any form of advertising or promotion without the foregoing paragraph:prior written approval of the other. (a) Except as permitted above provided in this Section 165.2(b) below, neither Buyer nor Seller shall disclose or authorize for a period of five (5) years from the disclosure termination date of the terms of this Agreement or any instruments, documents, or assignments delivered in connection with this Agreement, or the identity GENZYME will maintain any and all of the other CONFIDENTIAL INFORMATION received from CISTRON, in confidence, will not use same for its own benefit except as expressly provided in this Agreement, and will not release or disclose any tangible or intangible component thereof to any third party without first receiving the prior written consent of CISTRON to this Agreement in any public statement, news release, said release or other announcement or publication. Seller agrees to hold in strict confidence any information shared with Seller by Buyer relating to Buyer’s acquisition strategy or funding sources for the Transactiondisclosure. (b) Nothing in this Paragraph 16 shall prevent either Buyer or Seller from disclosing or accessing any information otherwise deemed confidential under this Paragraph 16 (i) in connection with that party’s enforcement of its rights hereunder, (ii) pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement, (iii) in connection with performance by either party of its obligations under this Agreement (including, but not limited to, the delivery and recordation of instruments, notices or other documents required hereunder), or (iv) to advisors, attorneys, accountants, lenders, potential investors, participants or assignees in or of the transaction contemplated by this Agreement or such party’s rights therein. The provisions of Section 5.2(a) notwithstanding, GENZYME may disclosed CONFIDENTIAL INFORMATION of CISTRON to GENZYME Affiliates or in the event of a disclosure compelled by a court of competent jurisdiction. In addition, GENZYME may disclose CONFIDENTIAL INFORMATION of CISTRON in confidence to any third party who has a need to know such CONFIDENTIAL INFORMATION for the purpose of this Paragraph 16 shall survive Agreement; provided that GENZYME will first notify CISTRON of the identity of such third party and that such disclosure will be made under the provisions of a written confidential disclosure agreement which is binding upon such third party to the same obligations of confidentiality under which GENZYME is bound to CISTRON by the terms of this Agreement. GENZYME need not notify CISTRON before disclosing any CONFIDENTIAL INFORMATION to any GENZYME Affiliate. (a) For a period of five (5) years from the termination date of this Agreement, CISTRON will maintain any and all of the CONFIDENTIAL INFORMATION received from GENZYME, in confidence, will not use same for its own benefit except as expressly provided in this Agreement, and will not release or disclose any tangible or intangible component thereof to any third party, except for the purposes of this Agreement and only after prior notice to GENZYME and after obtaining a written confidential disclosure agreement binding such third party to the Closingsame obligation of confidentiality to which CISTRON is bound to GENZYME under this Agreement. (b) The provisions of Section 5.3(a) notwithstanding, CISTRON may disclose CONFIDENTIAL INFORMATION of GENZYME to CISTRON Affiliates or in the event of a disclosure compelled by a court of competent jurisdiction. In addition, CISTRON may disclose CONFIDENTIAL INFORMATION of GENZYME in confidence to any third party who has a need to know such CONFIDENTIAL INFORMATION for the purpose of this Agreement; provided that CISTRON will first notify GENZYME of the identity of such third party and that such disclosure will be made under the provisions of a written confidential disclosure agreement which is binding upon such third party to the same obligations of confidentiality under which CISTRON is bound to GENZYME by the terms of this Agreement. CISTRON need not notify GENZYME before disclosing any CONFIDENTIAL INFORMATION to any CISTRON Affiliated.

Publicity and Confidentiality. Buyer and Seller each agree that Except as required by Law, no Party or its advisors shall (a) use the terms name of any Consenting Prepetition Term Loan Lender or Consenting Prepetition Convertible Noteholder in any public manner (including in any press release) with respect to this Agreement, the Restructuring Transactions or any of the TransactionsDefinitive Documents or (b) disclose to any person (including, for the identities avoidance of Buyer doubt, any other any Consenting Prepetition Term Loan Lender or Consenting Prepetition Convertible Noteholder), other than advisors to the Company Parties and Seller, to the Consenting Creditors (who are under obligations of confidentiality to the Company Parties and all information made available by one party to the other or in any way relating Consenting Creditors, as applicable, with respect to such disclosure, and whose compliance with such obligations the other party’s interest in Company Parties and the TransactionsConsenting Creditor, as applicable, shall be maintained in strict confidence responsible for), the principal amount or percentage of any Claims held by such Consenting Prepetition Term Loan Lender or Consenting Prepetition Convertible Noteholder (including, for the avoidance of doubt, any Claims acquired pursuant to any Transfer) without such Consenting Prepetition Term Loan Lender’s or Consenting Prepetition Convertible Noteholder’s prior written consent (it being understood and no disclosure agreed that each any Consenting Prepetition Term Loan Lender’s or Consenting Prepetition Convertible Noteholder’s signature page to this Agreement shall be redacted to remove the name of such information will be madeConsenting Prepetition Term Loan Lender or Consenting Prepetition Convertible Noteholder and the amount and/or percentage of Claims held by such Consenting Prepetition Term Loan Lender or Consenting Prepetition Convertible Noteholder); provided, whether or not the Transaction shall closehowever, except to such attorneys, accountants, investment advisors, lenders and others as are reasonably required to evaluate and consummate the Transactions or to enforce their rights hereunder; provided that, Buyer shall be entitled to that (i) if such disclosure is required by Law, advance notice of the intent to disclose, if permitted by applicable Law, shall be given by the disclosing Party to each Consenting Prepetition Term Loan Lender or Consenting Prepetition Convertible Noteholder (who shall have the right to seek a protective order prior to Closing (to the extent Buyer has elected to approve due diligence, and in no event earlier than the expiration of the Due Diligence Period), make a disclosure or issue a press release that the Transaction is planned to occur and including only factual information and the aggregate Purchase Price, the general markets where the Properties are located, the number of Properties, and the total aggregate square footage of the Improvements, but shall not disclose the name of Respective Seller, the Allocated Purchase Price for any Property, or specific Property addresses or tenant names, and any such press release shall be subject to the reasonable approval by Seller’s Investment Advisor provided that (Adisclosure) such approval shall be deemed given if Seller’s Investment Advisor has not responded by 5:00 p.m. on the business day following the date Seller’s Investment Advisor receives such approval request from Buyer, and (B) Seller’s Investment Advisor may not withhold approval of the content of such press release that contains the information specifically permitted above; and (ii) after the Closing, make such disclosures (which may be in a form of a press release) and filings regarding the Properties as are required or customary pursuant to United States or Canadian securities laws, which may include listing Property addresses, the Allocated Purchase Price, and major tenant names (but still not disclosing the name of the Respective Sellers). Buyer and Seller each further agree and covenant as follows, subject to the foregoing paragraph: (a) Except as permitted above in this Section 16, neither Buyer nor Seller shall disclose or authorize not prohibit the disclosure of the terms aggregate percentage or aggregate principal amount of Claims held by the Consenting Prepetition Term Loan Lender or Consenting Prepetition Convertible Noteholder of the same class, collectively. The Company Parties further agree that such information shall be redacted from “closing sets” or other representations of the fully executed Agreement, any Joinder or Transfer Agreement submitted to any person other than advisors to the Company Parties and to the Consenting Prepetition Term Loan Lender or Consenting Prepetition Convertible Noteholder. Notwithstanding the foregoing, the Company Parties will coordinate with Xxxxxx Xxxxxx LLP and Xxxxxx Xxxx & Xxxxxxxx LLP and submit to Sidley Austin LLP and Xxxxxx Xxxx & Xxxxxxxx LLP, all press releases, public filings, public announcements, or other communications with any news media, in each case, to be made by any of the Company Parties relating to this Agreement or the transactions contemplated hereby and any instrumentsamendments thereof (each, documents, or assignments delivered in connection with this Agreement, or an “Announcement”) and will submit any such Announcement at least two (2) Business Days before the identity public disclosure of the other party to this Agreement in any public statement, news release, or other announcement or publication. Seller agrees to hold in strict confidence any information shared with Seller by Buyer relating to Buyer’s acquisition strategy or funding sources for the Transaction. (b) Nothing in this Paragraph 16 shall prevent either Buyer or Seller from disclosing or accessing any information otherwise deemed confidential under this Paragraph 16 (i) in connection with that party’s enforcement of its rights hereunder, (ii) such Announcement unless not feasible pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement, (iii) in connection applicable Law and with performance by either party of its obligations under this Agreement (including, but not limited to, the delivery and recordation of instruments, notices or other documents required hereunder), or (iv) respect to advisors, attorneys, accountants, lenders, potential investors, participants or assignees in or of the transaction contemplated by this Agreement or which such party’s rights therein. The provisions of this Paragraph 16 parties shall survive termination of this Agreement and the Closinghave consent rights.

Publicity and Confidentiality. Buyer and Seller each agree that Commencing on the terms date of this Agreement, Company shall take reasonable measures to not make mention of or issue any publicity regarding the TransactionsPilot, the identities Program and/or Company’s participation therein without the prior written consent of Buyer Producer and SellerNetwork, in each instance. Company agrees to take reasonable measures to maintain the secrecy of all confidential information provided to it by Producer and all Program information made available by one party and materials (whether confidential or not) and to the other or follow all of Producer’s and/or Network’s reasonable security procedures of which Company is notified in any way relating to the other party’s interest advance. The confidentiality obligations set forth herein shall remain in the Transactions, shall be maintained in strict confidence and no disclosure of such information will be made, place whether or not the Transaction Pilot has been broadcast. Notwithstanding the foregoing, Company and Producer acknowledge that if Company books a Program participant as part of the Pilot and that participant performs such booking prior to the airing of such Program segment, the mere fact of such performance (provided Company makes no reference to the booking having stemmed from the Program) shall closenot be a breach of Company’s confidentiality obligations. Company understands and agrees that Network solely will control issuance of all publicity, except press releases and press conferences related to such attorneysthe Program. Company agrees not to participate in any publicity, accountantspress releases, investment advisors, lenders and others as are reasonably required to evaluate and consummate the Transactions or press conferences or to enforce their rights hereunder; communicate with the press directly or indirectly in any respect in connection with the Program, without the express consent of an authorized representative of Network. Notwithstanding the foregoing, during the broadcast of the Pilot and Program, Company may promote the Program through Company’s customary channels using parameters (“talking points”) mutually-agreed between Company and Producer. Company may provide internal communications to Company employees (“Select Employees”) about the Program, provided that, Buyer that Select Employees adhere to Company's confidentiality obligations as set forth in Paragraph 3 of this Agreement. Company shall be entitled responsible for ensuring that Select Employees adhere to the confidentiality obligations set forth in Paragraph 3 of this Agreement and a breach by Select Employees of such confidentiality obligations shall be deemed a breach by Company of this Agreement. Upon the expiration or termination of Company’s participation in the Program: (i) prior Company will promptly deliver to Closing (to the extent Buyer has elected to approve due diligence, and Producer and/or Network all materials in no event earlier than the expiration of the Due Diligence Period), make a disclosure or issue a press release that the Transaction is planned to occur and including only factual its possession identified by Producers and/or Network containing any confidential information and the aggregate Purchase Priceall other proprietary property provided to Company by Producer and/or Network, the general markets where the Properties are located, the number of Properties, and the total aggregate square footage of the Improvements, but shall not disclose the name of Respective Seller, the Allocated Purchase Price for any Property, or specific Property addresses or tenant names, and any such press release shall be subject to the reasonable approval by Seller’s Investment Advisor provided that (A) such approval shall be deemed given if Seller’s Investment Advisor has not responded by 5:00 p.m. on the business day following the date Seller’s Investment Advisor receives such approval request from Buyer, and (B) Seller’s Investment Advisor may not withhold approval of the content of such press release that contains the information specifically permitted above; and (ii) after Producer and/or Network will promptly deliver to Company all materials in its possession containing any confidential information and all other proprietary property provided to Producer and/or Network by Company. Producer acknowledges and agrees that aside from Artist (i.e. Xxxxx Xxxxxxxx), any participation of any third party, including, without limitation, other employees of the ClosingMGM Resorts Group, make such disclosures (customers, and performing artists is purely voluntary. For the avoidance of doubt, Producer is solely responsible for obtaining any and all third-party clearances and releases, which may release must be approved by Company in advance of airing and be in a form substantially the same format as the release attached hereto as Exhibit C. Company shall not at any time use any of a press release) and filings regarding the Properties as are required Producer’s or customary pursuant to United States Network’s names, logos, trade names or Canadian securities laws, which may include listing Property addresses, the Allocated Purchase Price, and major tenant names (but still not disclosing the name of the Respective Sellers). Buyer and Seller each further agree and covenant as follows, subject to the foregoing paragraph: (a) Except as permitted above in this Section 16, neither Buyer nor Seller shall disclose or authorize the disclosure of the terms of this Agreement or any instruments, documents, or assignments delivered in connection with this Agreement, or the identity of the other party to this Agreement in any public statement, news release, or other announcement or publication. Seller agrees to hold in strict confidence any information shared with Seller by Buyer relating to Buyer’s acquisition strategy or funding sources for the Transaction. (b) Nothing in this Paragraph 16 shall prevent either Buyer or Seller from disclosing or accessing any information otherwise deemed confidential under this Paragraph 16 (i) in connection with that party’s enforcement of its rights hereunder, (ii) pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement, (iii) in connection with performance by either party of its obligations under this Agreement trademarks (including, but not limited to, the delivery and recordation title of instruments, notices or other documents required hereunderthe Program), or (iv) to advisorsthose of any of Producer’s or Network’s related companies, attorneysin connection with any media appearance or other type of appearance it may make or any kind of advertising, accountantspromotion, lenderspublicity, potential investorsmerchandise, participants or assignees in other product or service, without the express prior permission of the transaction contemplated by this Agreement or such party’s rights thereinProducer/Network, except as provided herein. The provisions of this Paragraph 16 shall survive termination Notwithstanding any term of this Agreement and that may impose an obligation on Company or any of the ClosingMGM Resorts Group to keep any information secret or confidential, MGM Resorts Group shall not be required to seek consent from Producer or any other party prior to disclosing such information or other information or materials (whether or not confidential or proprietary) in order to comply with any request, audit or order of a gaming authority or other governmental body having jurisdiction over gambling or gaming activities or establishments; provided, however, all of the MGM Resorts Group will use commercially reasonable efforts to notify such gaming authority or other governmental body of the confidential or proprietary nature of the disclosure.

Publicity and Confidentiality. Buyer On the date that this Settlement Agreement is executed, GW, Emory and Seller Triangle shall issue a joint press release the form of which shall be agreed to by all parties hereto. Each of GW, Emory and Triangle shall be permitted to issue additional press releases limited to the subject of the economic or financial impact of this Settlement Agreement on each agree of GW, Emory or Triangle, as the case may be, however, none of the specific financial terms of this Settlement Agreement shall be disclosed. The other parties hereto shall have a reasonable opportunity to review and comment on any such proposed press release, which comments shall not be unreasonably refused. The specific terms of this Settlement Agreement shall be confidential and neither party may publicly disclose, except to legal, accounting and financial consultants and except as otherwise provided herein, any such term without the prior written approval of the other party, unless such disclosure is compelled by a court or administrative agency or otherwise required by law. In the event that such disclosure is compelled by a court or administrative agency or otherwise required by law, the disclosing party shall make reasonable effort to provide the other party with notice beforehand. Emory and its Affiliates and Sublicensees (including Triangle) may disclose the terms of this Settlement Agreement to a bona fide prospective sublicensee or Marketing Collaborator, subject to an obligation of confidentiality of such sublicensee or Marketing Collaborator that is no less restrictive than the Transactionsconfidentiality obligations contained herein. GW and Emory hereby acknowledge that Triangle has notified each of them that this Settlement Agreement constitutes a material agreement to Triangle and must be filed by Triangle with the Securities and Exchange Commission pursuant to Triangle's reporting obligations under the Securities and Exchange Act of 1934, as amended. In any case where a party makes disclosure of the identities of Buyer and Sellerterms hereunder to a court, and all information made available by one party to the other or in any way relating to the other party’s interest in the Transactions, it shall be maintained in strict confidence and no disclosure of such information will be made, whether or not the Transaction shall closedisclosed under seal. In all other respects, except to such attorneysas required by law, accountants, investment advisors, lenders and others as are reasonably required to evaluate and consummate the Transactions or to enforce their rights hereunder; provided that, Buyer neither party shall be entitled to (i) prior to Closing (to the extent Buyer has elected to approve due diligence, and in no event earlier than the expiration of the Due Diligence Period), make a disclosure or issue a press release that the Transaction is planned to occur and including only factual information and the aggregate Purchase Price, the general markets where the Properties are located, the number of Properties, and the total aggregate square footage of the Improvements, but shall not disclose the name of Respective Seller, the Allocated Purchase Price for any Property, or specific Property addresses or tenant names, and any such press release shall be subject to the reasonable approval by Seller’s Investment Advisor provided that (A) such approval shall be deemed given if Seller’s Investment Advisor has not responded by 5:00 p.m. on the business day following the date Seller’s Investment Advisor receives such approval request from Buyer, and (B) Seller’s Investment Advisor may not withhold approval of the content of such press release that contains the information specifically permitted above; and (ii) after the Closing, make such disclosures (which may be in a form of a press release) and filings regarding the Properties as are required or customary pursuant to United States or Canadian securities laws, which may include listing Property addresses, the Allocated Purchase Price, and major tenant names (but still not disclosing use the name of the Respective Sellers)other party in any publicity release without the prior written permission of such other party, which shall not be unreasonably withheld. Buyer The parties acknowledge that for the avoidance of doubt, each of GW and Seller each further agree Emory shall be free to disclose both the existence and covenant as follows, subject to the foregoing paragraph: (a) Except as permitted above in this Section 16, neither Buyer nor Seller shall disclose or authorize the disclosure of the terms of this Settlement Agreement or any instruments, documents, or assignments delivered to the United States District Court for the Northern District of Georgia in connection with this Agreement, or the identity of the other party to this Agreement in any public statement, news release, or other announcement or publication. Seller agrees to hold in strict confidence any information shared with Seller by Buyer relating to Buyer’s acquisition strategy or funding sources for the TransactionCivil Action 1:96-CV-1754-GET between Emory and GW. (b) Nothing in this Paragraph 16 shall prevent either Buyer or Seller from disclosing or accessing any information otherwise deemed confidential under this Paragraph 16 (i) in connection with that party’s enforcement of its rights hereunder, (ii) pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement, (iii) in connection with performance by either party of its obligations under this Agreement (including, but not limited to, the delivery and recordation of instruments, notices or other documents required hereunder), or (iv) to advisors, attorneys, accountants, lenders, potential investors, participants or assignees in or of the transaction contemplated by this Agreement or such party’s rights therein. The provisions of this Paragraph 16 shall survive termination of this Agreement and the Closing.

Publicity and Confidentiality. Buyer and Seller each agree that the terms of the Transactions4.1. Neither party will disclose, the identities of Buyer and Seller, and all information made available by one party market or advertise to the other or in any way relating to the other party’s interest in the Transactions, shall be maintained in strict confidence and no disclosure of such information will be made, whether or not the Transaction shall close, except to such attorneys, accountants, investment advisors, lenders and others as are reasonably required to evaluate and consummate the Transactions or to enforce their rights hereunder; provided that, Buyer shall be entitled to (i) prior to Closing (to the extent Buyer has elected to approve due diligence, and in no event earlier than the expiration of the Due Diligence Period), make a disclosure or issue a press release that the Transaction is planned to occur and including only factual information and the aggregate Purchase Price, the general markets where the Properties are located, the number of Properties, and the total aggregate square footage of the Improvements, but shall not disclose the name of Respective Seller, the Allocated Purchase Price for any Property, or specific Property addresses or tenant names, and any such press release shall be subject to the reasonable approval by Seller’s Investment Advisor provided that (A) such approval shall be deemed given if Seller’s Investment Advisor has not responded by 5:00 p.m. on the business day following the date Seller’s Investment Advisor receives such approval request from Buyer, and (B) Seller’s Investment Advisor may not withhold approval of the content of such press release that contains the information specifically permitted above; and (ii) after the Closing, make such disclosures (which may be in a form of a press release) and filings regarding the Properties as are required or customary pursuant to United States or Canadian securities laws, which may include listing Property addresses, the Allocated Purchase Price, and major tenant names (but still not disclosing the name of the Respective Sellers). Buyer and Seller each further agree and covenant as follows, subject to the foregoing paragraph: (a) Except as permitted above in this Section 16, neither Buyer nor Seller shall disclose or authorize the disclosure of third parties the terms of this Agreement or any instruments, documents, or assignments delivered in connection with this Agreement, or (including the identity Fees paid hereunder) without the prior written consent of the other party except that a party may disclose such terms to its legal or financial advisors and agents on a need to know basis in connection with due diligence requests. For purposes of this Agreement Section 4.1, Company’s relationship with Customer is confidential and shall not be disclosed by Company in any public statementway to third parties without the express written consent of Customer. If Customer chooses to do so, news in its sole discretion, the parties may work together to prepare and release a mutually agreed upon press release. 4.2. For purposes of this Agreement, the party disclosing Confidential Information is the “Discloser,” and the party receiving Confidential Information is the “Recipient.” Confidential Information disclosed to the other party must be clearly identified. Written Confidential Information must be clearly marked in a conspicuous place with an appropriate legend identifying the information as confidential. Confidential Information that is not written must be identified before, during, or promptly after presentation or communication. The Recipient does not have an obligation to protect Confidential Information that is: (a) known to Recipient without restriction before receipt from Discloser; (b) publicly available through no fault of Recipient; (c) rightfully received by Recipient from a third party without a duty of confidentiality; or (d) independently developed by Recipient. If Confidential Information is required to be produced by law, court order, or governmental authority, the Recipient must immediately notify the Discloser of that obligation. The Recipient will use the Confidential Information only to further the relationship between the parties. Confidential Information may not be disclosed to any third party without the written consent of the Discloser. At the Discloser’s request, all written, recorded, graphical, or other announcement tangible Confidential Information, including copies, must be returned to the Discloser or publicationdestroyed by the Recipient. Seller agrees to hold in strict confidence any information shared with Seller by Buyer relating to Buyer’s acquisition strategy or funding sources for At the Transaction. (b) Nothing in this Paragraph 16 shall prevent either Buyer or Seller from disclosing or accessing any information otherwise deemed confidential under this Paragraph 16 (i) in connection with that party’s enforcement request of its rights hereunder, (ii) pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement, (iii) in connection with performance by either party of its obligations under this Agreement (including, but not limited tothe Discloser, the delivery and recordation of instrumentsRecipient will furnish a certificate, notices or other documents required hereunder), or (iv) to advisors, attorneys, accountants, lenders, potential investors, participants or assignees in or signed by an officer of the transaction contemplated by this Agreement or such party’s rights therein. The provisions of this Paragraph 16 shall survive termination of this Agreement and Recipient, certifying that any Confidential Information not returned to the ClosingDiscloser has been destroyed.

Publicity and Confidentiality. Buyer and Seller each agree that (a) All news releases, publicity or advertising by any Borrower or their Affiliates through any media intended to reach the terms of general public which refers to the TransactionsLoan Documents or the financing evidenced by the Loan Documents, to any Lender, the identities Affiliate of Buyer and Seller, and all information made available by one party any Lender that acts as the issuer with respect to the a Securitization or any of their other or in any way relating to the other party’s interest in the Transactions, shall be maintained in strict confidence and no disclosure of such information will be made, whether or not the Transaction shall close, except to such attorneys, accountants, investment advisors, lenders and others as are reasonably required to evaluate and consummate the Transactions or to enforce their rights hereunder; provided that, Buyer shall be entitled to (i) prior to Closing (to the extent Buyer has elected to approve due diligence, and in no event earlier than the expiration of the Due Diligence Period), make a disclosure or issue a press release that the Transaction is planned to occur and including only factual information and the aggregate Purchase Price, the general markets where the Properties are located, the number of Properties, and the total aggregate square footage of the Improvements, but shall not disclose the name of Respective Seller, the Allocated Purchase Price for any Property, or specific Property addresses or tenant names, and any such press release Affiliates shall be subject to the reasonable prior written approval of Lender; provided, however, that notwithstanding the foregoing, Borrower shall be entitled without Lender’s consent, to make disclosures necessary in order to comply with Legal Requirements applicable to Borrower, Guarantor or any of their Affiliates. Lender shall be permitted to share any information provided by Seller’s Investment Advisor Whitehall hereunder with the investment banking firms, lenders, investors, assignees of the Loan, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction, provided that (A) such approval shall be deemed given if Seller’s Investment Advisor has not responded by 5:00 p.m. on the business day following the date Seller’s Investment Advisor receives such approval request from Buyer, and (B) Seller’s Investment Advisor may not withhold approval of the content of such press release that contains the information specifically permitted above; and (ii) after the Closing, make such disclosures (which may be in a form of a press release) and filings regarding the Properties as third parties are required or customary pursuant to United States or Canadian securities laws, which may include listing Property addresses, the Allocated Purchase Price, and major tenant names (but still not disclosing the name of the Respective Sellers). Buyer and Seller each further agree and covenant as follows, subject to the foregoing paragraph: (a) Except as permitted above in this Section 16, neither Buyer nor Seller shall disclose or authorize the disclosure of the terms of this Agreement or any instruments, documents, or assignments delivered in connection with this Agreement, or the identity of the other party confidentiality agreements reasonably acceptable to this Agreement in any public statement, news release, or other announcement or publication. Seller agrees to hold in strict confidence any information shared with Seller by Buyer relating to Buyer’s acquisition strategy or funding sources for the TransactionWhitehall. (b) Nothing in this Paragraph 16 shall prevent either Buyer Lender agrees, for the sole benefit of Whitehall (and not any successor to or Seller from disclosing assign of Whitehall), that any reports, statements or accessing any other information otherwise deemed confidential required to be delivered or provided under this Paragraph 16 Agreement, under the Loan Documents, or under a Replacement Guaranty and furnished at any time and from time to time by Borrower, Preferred Equity Investor, or a guarantor under a Replacement Guaranty and relating to Whitehall (“Furnished Information”) which is financial information with respect to Whitehall which is provided to Lender by or on behalf of Borrower, Preferred Equity Investor or Whitehall and which when delivered to Lender is specifically identified in writing as confidential (such information “Confidential Furnished Financial Information”) shall be kept confidential; except that summary financial information regarding Whitehall, including statements as to net worth, liquidity, total assets under management and similar statements of financial wherewithal with respect to Whitehall (“Summary Financial Information”), may be included in any Disclosure Document and may be disclosed to investment banking firms, lenders, Servicers, investors, assignees of the Loan, Rating Agencies, accounting firms, law firms and other third-party advisory firms involved with the Loan and the Loan Documents or the applicable Secondary Market Transaction, provided that such parties are subject to confidentiality agreements reasonably acceptable to Whitehall. In addition, any other Confidential Furnished Financial Information may also be disclosed to any Rating Agency, underwriter or NRSRO; provided (i) each Rating Agency or underwriter to which such information is disclosed has executed its usual and customary confidentiality agreement and (ii) any NRSRO desiring access to any secured website containing such information shall, as a condition to its access to, have either furnished to the Securities and Exchange Commission the certification required under Rule 17g-5(e) of the Exchange Act or be required to agree to (or “click through”) such website’s confidentiality provisions. Nothing herein shall preclude Lender from disclosing any Confidential Furnished Financial Information (A) as required by any applicable Legal Requirement, (B) which is already publicly available as a result of disclosure by any other party, (C) in response to any order of any court or other Governmental Authority, or (D) if Lender is required to do so in connection with any litigation or similar proceeding; provided that party’s enforcement in the case of its rights hereunderclause (A), (iiC) pursuant or (D), Lender shall exercise reasonable efforts to any legal requirement, any statutory reporting give prior written notice of such requirement or any accounting or auditing disclosure requirement, to Whitehall (iiito the extent it is lawful to do so) in connection with performance by either party of its obligations under this Agreement (including, but not limited order to permit Whitehall to, and shall reasonably cooperate, provided such cooperation shall be at no cost or expense to Lender, with Whitehall in its efforts to, seek a protective order at Whitehall’s sole cost and expense). Confidential Furnished Financial Information shall in no event be deemed to include Furnished Information pertaining to Whitehall’s investment in the delivery and recordation Properties, including without limitation, the ownership structure of instruments, notices or other documents required hereunder), or (iv) to advisors, attorneys, accountants, lenders, potential investors, participants or assignees in or of the transaction contemplated by this Agreement or such party’s rights therein. The provisions of this Paragraph 16 shall survive termination of this Agreement and the ClosingBorrower.

Publicity and Confidentiality. Buyer and Seller each agree that Except as required by Law, no Party or its advisors shall (a) use the terms name of any Consenting Noteholder in any public manner (including in any press release) with respect to this Agreement, the Restructuring Transactions or any of the TransactionsDefinitive Documents or (b) disclose to any person (including, for the identities avoidance of Buyer doubt, any other Consenting Noteholder), other than advisors to the Company Parties and Sellerthe Consenting Investor (who are under obligations of confidentiality to the Company Parties and the Consenting Investor, as applicable, with respect to such disclosure, and all information made available by one party to whose compliance with such obligations the other or in any way relating to Company Parties and the other party’s interest in the TransactionsConsenting Investor, as applicable, shall be maintained in strict confidence responsible for), the principal amount or percentage of any Claims held by any Consenting Noteholder (including, for the avoidance of doubt, any Claims acquired pursuant to any Transfer) without such Consenting Noteholder’s prior written consent (it being understood and no disclosure agreed that each Consenting Noteholder’s signature page to this Agreement shall be redacted to remove the name of such information will be madeConsenting Noteholder and the amount and/or percentage of Claims held by such Consenting Noteholder); provided, whether or not the Transaction shall closehowever, except to such attorneys, accountants, investment advisors, lenders and others as are reasonably required to evaluate and consummate the Transactions or to enforce their rights hereunder; provided that, Buyer shall be entitled to that (i) if such disclosure is required by Law, advance notice of the intent to disclose, if permitted by applicable Law, shall be given by the disclosing Party to each Consenting Noteholder (who shall have the right to seek a protective order prior to Closing (to the extent Buyer has elected to approve due diligence, and in no event earlier than the expiration of the Due Diligence Period), make a disclosure or issue a press release that the Transaction is planned to occur and including only factual information and the aggregate Purchase Price, the general markets where the Properties are located, the number of Properties, and the total aggregate square footage of the Improvements, but shall not disclose the name of Respective Seller, the Allocated Purchase Price for any Property, or specific Property addresses or tenant names, and any such press release shall be subject to the reasonable approval by Seller’s Investment Advisor provided that (Adisclosure) such approval shall be deemed given if Seller’s Investment Advisor has not responded by 5:00 p.m. on the business day following the date Seller’s Investment Advisor receives such approval request from Buyer, and (B) Seller’s Investment Advisor may not withhold approval of the content of such press release that contains the information specifically permitted above; and (ii) after the Closing, make such disclosures (which may be in a form of a press release) and filings regarding the Properties as are required or customary pursuant to United States or Canadian securities laws, which may include listing Property addresses, the Allocated Purchase Price, and major tenant names (but still not disclosing the name of the Respective Sellers). Buyer and Seller each further agree and covenant as follows, subject to the foregoing paragraph: (a) Except as permitted above in this Section 16, neither Buyer nor Seller shall disclose or authorize not prohibit the disclosure of the terms aggregate percentage or aggregate principal amount of Claims held by the Consenting Noteholder of the same class, collectively. The Company Parties further agree that such information shall be redacted from “closing sets” or other representations of the fully executed Agreement, any Joinder or Transfer Agreement submitted to any person other than advisors to the Company Parties, the Consenting Investor, and the Ad Hoc Noteholder Group. Notwithstanding the foregoing, the Company Parties will coordinate with Sidley Austin LLP and Moelis & Company LLC, and submit to Sidley Austin LLP and Moelis & Company LLC, and the advisors to the Consenting Noteholders, all press releases, public filings, public announcements, or other communications with any news media, in each case, to be made by any of the Company Parties relating to this Agreement or the transactions contemplated hereby and any instrumentsamendments thereof (each, documents, or assignments delivered in connection with this Agreement, or an “Announcement”) and will submit any such Announcement at least two (2) Business Days before the identity public disclosure of the other party to this Agreement in any public statement, news release, or other announcement or publication. Seller agrees to hold in strict confidence any information shared with Seller by Buyer relating to Buyer’s acquisition strategy or funding sources for the Transaction. (b) Nothing in this Paragraph 16 shall prevent either Buyer or Seller from disclosing or accessing any information otherwise deemed confidential under this Paragraph 16 (i) in connection with that party’s enforcement of its rights hereunder, (ii) such Announcement unless not feasible pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement, (iii) in connection applicable Law and with performance by either party of its obligations under this Agreement (including, but not limited to, the delivery and recordation of instruments, notices or other documents required hereunder), or (iv) respect to advisors, attorneys, accountants, lenders, potential investors, participants or assignees in or of the transaction contemplated by this Agreement or which such party’s rights therein. The provisions of this Paragraph 16 parties shall survive termination of this Agreement and the Closinghave consent rights.

Publicity and Confidentiality. Buyer On the date that this Settlement Agreement is executed, GW, Emory and Seller Triangle shall issue a joint press release the form of which shall be agreed to by all parties hereto. Each of GW, Emory and Triangle shall be permitted to issue additional press releases limited to the subject of the economic or financial impact of this Settlement Agreement on each agree of GW, Emory or Triangle, as the case may be, however, none of the specific financial terms of this Settlement Agreement shall be disclosed. The other parties hereto shall have a reasonable opportunity to review and comment on any such proposed press release, which comments shall not be unreasonably refused. The specific terms of this Settlement Agreement shall be confidential and neither party may publicly disclose, except to legal, accounting and financial consultants and except as otherwise provided herein, any such term without the prior written approval of the other party, unless such disclosure is compelled by a court or administrative agency or otherwise required by law. In the event that such disclosure is compelled by a court or administrative agency or otherwise required by law, the disclosing party shall make reasonable effort to provide the other party with notice beforehand. Emory and its Affiliates and Sublicensees (including Triangle) may disclose the terms of this Settlement Agreement to a bona fide prospective sublicensee or Marketing Collaborator, subject to an obligation of confidentiality of such sublicensee or Marketing Collaborator that is no less restrictive than the Transactionsconfidentiality obligations contained herein. GW and Emory hereby acknowledge that Triangle has notified each of them that this Settlement Agreement constitutes a material agreement to Triangle and must be filed by Triangle with the Securities and Exchange Commission pursuant to Triangle's reporting obligations under the Securities and Exchange Act of 1934, as amended. In any case where a party makes disclosure of the identities of Buyer and Sellerterms hereunder to a court, and all information made available by one party to the other or in any way relating to the other party’s interest in the Transactions, it shall be maintained in strict confidence and no disclosure of such information will be made, whether or not the Transaction shall closedisclosed under seal. In all other respects, except to such attorneysas required by law, accountants, investment advisors, lenders and others as are reasonably required to evaluate and consummate the Transactions or to enforce their rights hereunder; provided that, Buyer neither party shall be entitled to (i) prior to Closing (to the extent Buyer has elected to approve due diligence, and in no event earlier than the expiration of the Due Diligence Period), make a disclosure or issue a press release that the Transaction is planned to occur and including only factual information and the aggregate Purchase Price, the general markets where the Properties are located, the number of Properties, and the total aggregate square footage of the Improvements, but shall not disclose the name of Respective Seller, the Allocated Purchase Price for any Property, or specific Property addresses or tenant names, and any such press release shall be subject to the reasonable approval by Seller’s Investment Advisor provided that (A) such approval shall be deemed given if Seller’s Investment Advisor has not responded by 5:00 p.m. on the business day following the date Seller’s Investment Advisor receives such approval request from Buyer, and (B) Seller’s Investment Advisor may not withhold approval of the content of such press release that contains the information specifically permitted above; and (ii) after the Closing, make such disclosures (which may be in a form of a press release) and filings regarding the Properties as are required or customary pursuant to United States or Canadian securities laws, which may include listing Property addresses, the Allocated Purchase Price, and major tenant names (but still not disclosing use the name of the Respective Sellers)other party in any publicity release without the prior written permission of such other party, which shall not be unreasonably withheld. Buyer The parties acknowledge that for the avoidance of doubt, each of GW and Seller each further agree Emory shall be free to disclose both the existence and covenant as follows, subject to the foregoing paragraph: (a) Except as permitted above in this Section 16, neither Buyer nor Seller shall disclose or authorize the disclosure of the terms of this Settlement Agreement or any instruments, documents, or assignments delivered to the [***] for the [***] in connection with this Agreement, or the identity of the other party to this Agreement in any public statement, news release, or other announcement or publication. Seller agrees to hold in strict confidence any information shared with Seller by Buyer relating to Buyer’s acquisition strategy or funding sources for the Transaction[***] between Emory and GW. (b) Nothing in this Paragraph 16 shall prevent either Buyer or Seller from disclosing or accessing any information otherwise deemed confidential under this Paragraph 16 (i) in connection with that party’s enforcement of its rights hereunder, (ii) pursuant to any legal requirement, any statutory reporting requirement or any accounting or auditing disclosure requirement, (iii) in connection with performance by either party of its obligations under this Agreement (including, but not limited to, the delivery and recordation of instruments, notices or other documents required hereunder), or (iv) to advisors, attorneys, accountants, lenders, potential investors, participants or assignees in or of the transaction contemplated by this Agreement or such party’s rights therein. The provisions of this Paragraph 16 shall survive termination of this Agreement and the Closing.