Common use of Confidentiality and Disclosure of Offering Materials by Potential Investor Clause in Contracts

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") (if any is identified above or otherwise in writing to Owner or JLL), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, then such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. Potential Investor agrees and acknowledges to keep the confidentiality of the Settlement Agreements and Mutual Releases dated July 7, 2022 and July 9, 2022 and the Memorandum of Agreement dated July 15, 2022 in the same manner as required by this Agreement of the Offering Materials.

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLLHFF, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLLHFF’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") Representative (if any is identified above or otherwise in writing to Owner or JLLany), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, then the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. Notwithstanding the foregoing, Potential Investor agrees and acknowledges shall be permitted to keep the confidentiality disclose those portions of the Settlement Agreements and Mutual Releases dated July 7, 2022 and July 9, 2022 and Offering Materials to the Memorandum of Agreement dated July 15, 2022 in the same manner as extent required by this Agreement law, rule (including SEC rules), regulation, subpoena or court order. In the event the undersigned or a Related Party becomes legally compelled to disclose all or any part of the Offering Materials, Potential Investor will, to the extent permitted by law, provide Owner with prompt written notice so that Owner may seek, at Owner’s sole expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. The Potential Investor shall cooperate in a commercially reasonable manner with Owner, at Owner’s sole cost and expense, in connection with Owner’ efforts to obtain a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or that Owner waives compliance with the provisions of this Agreement, Potential Investor, or its Related Party shall furnish only that portion of the Offering Materials which is legally required.

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") Representative (if any is identified above or otherwise in writing to Owner or JLLany), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, then such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. Potential Investor and Potential Investor's Representative each agrees and acknowledges to keep the confidentiality of the Settlement Agreements and Mutual Releases dated July 7, 2022 and July 9, 2022 and the Memorandum of Agreement dated July 15, 2022 in the same manner as required by this Agreement of the Offering Materials.

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLLHFF, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLLHFF’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") (if any is identified above or otherwise in writing to Owner or JLL), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, then the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. Property: DFW Value-Add Office Portfolio (Brookwood) Location: Dallas, Texas Owner: 125 X. Xxxx Xxxxxxxxx / 5100 X. X’Xxxxxx – Brookwood JCF Investors, LLC & Brookwood JCF II, LLC Heritage Square I & II – Brookwood Heritage Square, LLC The Embassy – Brookwood Embassy, LLC Interchange Office Center – Brookwood Interchange Office I, LLC & Brookwood Interchange Office II, LLC Potential Investor agrees and acknowledges to keep the confidentiality of the Settlement Agreements and Mutual Releases dated July 7, 2022 and July 9, 2022 and the Memorandum of Agreement dated July 15, 2022 in the same manner as required by this Agreement of the Offering Materials.Investor:

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLLHFF, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLLHFF’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") Representative (if any is identified above or otherwise in writing to Owner or JLLany), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, then the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. If Potential Investor agrees and acknowledges to keep the confidentiality of the Settlement Agreements and Mutual Releases dated July 7is requested or becomes legally compelled (by oral questions, 2022 and July 9interrogatories, 2022 and the Memorandum of Agreement dated July 15requests for information or documents, 2022 in the same manner as subpoena, investigative demand, or similar process) or is required by a regulatory body to make any disclosure that is prohibited or otherwise constrained by this Agreement Agreement, Potential Investor will provide HFF and Owner with prompt notice of such request so that it may seek an appropriate protective order or other appropriate remedy. Subject to the foregoing, Potential Investor may furnish that portion of the Offering MaterialsMaterials that Potential Investor is legally compelled or is otherwise required to disclose.

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials, and all information, studies, reports and work product developed by Potential Investor or Related Parties in reliance on the Offering Materials (the “Additional Materials,” and, together with the Offering Materials, the “Confidential Materials”), are considered the confidential and proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Confidential Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Confidential Materials may be disclosed to a representative that may be designated by Potential Investor (the Potential Investor’s real estate broker ("“Potential Investor’s Representative") (if any is identified above or otherwise in writing to Owner or JLL”), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Confidential Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Confidential Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, then the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. Potential Investor agrees and acknowledges to keep the confidentiality of the Settlement Agreements and Mutual Releases dated July 7, 2022 and July 9, 2022 and the Memorandum of Agreement dated July 15, 2022 in the same manner as required by this Agreement of the Offering Materials.

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLLinformation, shall use its best efforts to safeguard the Offering Materials from unauthorized disclosure, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent, which may be withheld in the Owner’s sole discretion; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") (if any is identified above or otherwise in writing to Owner or JLL), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders counsel and other capital sources advisors (collectively the "Related Parties") as reasonably required on a “need to know” basis for an evaluation of the PropertyProperties in connection with the preparation of an offer to purchase the Properties. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms Agreement. Potential Investor shall be responsible for any violation of this Agreement as provision by any Related Party. Potential Investor hereby acknowledges and agrees that (a) the mere fact that Owner is engaging in discussions with Potential Investor is, in and of itself, extremely sensitive and highly confidential and if such party information was disclosed by Potential Investor, Owner may suffer irreparable harm and significant damages, (b) the existence of the discussions or the providing of any Offering Materials by Owner to Potential Investor hereunderor other potential direct or indirect acquisition or interest in the Properties by Potential Investor shall be treated in the same manner and subject to all of the same restrictions, obligations and liabilities of Potential Investor set forth in this Agreement with respect to the Offering Materials, and (c) Potential Investor shall not disclose or permit any Related Parties to disclose such facts or information to any other person or entity and agrees that it is strictly prohibited from doing so. In the event any Related Party shall take of an unauthorized disclosure of the Offering Materials or omit other information that Potential Investor has agreed to take any action which if taken or omitted to be taken treat as confidential, whether by Potential Investor would constitute or a Related Party, Potential Investor shall (i) promptly notify Owner and HFF of such unauthorized disclosure, (ii) use its best efforts to mitigate the damage to Owner and HFF resulting from such unauthorized disclosure, and (iii) indemnify Owner and HFF (including their directors, officers, employees, partners, affiliates and shareholders) for all claims, damages, losses and liabilities, including all costs and expenses related thereto, arising from such unauthorized disclosure or other breach of or a default under the terms hereof, then such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. Potential Investor agrees and acknowledges to keep the confidentiality of the Settlement Agreements and Mutual Releases dated July 7, 2022 and July 9, 2022 and the Memorandum of Agreement dated July 15, 2022 in the same manner as required by this Agreement of the Offering Materialsagreement.

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") Representative (if any is identified above or otherwise in writing to Owner or JLLany), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, then the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENT Property: The Salisbury Campus Apartments Location: 000 X. Xxxxxxxxx St, West Lafayette, IN 47906 000 X. Xxxxxxxxx St, West Lafayette, IN 47906 000 Xxxxxxxxx Xx, Xxxx Xxxxxxxxx, XX 00000 000 Xxxxxxxxx Xx, Xxxx Xxxxxxxxx, XX 00000 000 X. Xxxxxxxxx St, West Lafayette, IN 47906 Owner: SW Owner, LLC Potential Investor agrees and acknowledges to keep the confidentiality of the Settlement Agreements and Mutual Releases dated July 7, 2022 and July 9, 2022 and the Memorandum of Agreement dated July 15, 2022 in the same manner as required by this Agreement of the Offering Materials.Investor: Potential Investor’s Representative:

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without OwnerSeller’s or JLLHFF’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") (if any is identified above or otherwise in writing to Owner or JLL)'s affiliates, the Potential Investor's partners, employees, officers, directors, agents, legal counsel, advisors, institutional lenders and other capital sources auditors (collectively the "Related Parties") as reasonably required for an evaluation of the PropertyInvestment. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement. Potential Investor shall be responsible for any violation of this Agreement by any Related Party. Offering Materials may be disclosed by Potential Investor and/or Related Parties to regulators and as required by law, subpoena or court order, provided that Potential Investor and its Related Parties (i) give prompt notice thereof to otherwise abide HFF, to the extent legally permissible, (ii) reasonably cooperate with Seller, at Seller’s sole expense, in any efforts Seller may make to obtain a protective order or other appropriate remedy or assurance that confidential treatment will be afforded the Offering Materials, (iii) shall disclose only such Offering Materials that counsel advises are legally required to be disclosed, and (iv) make reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Offering Materials disclosed. Notwithstanding the foregoing, Potential Investor agrees to only disclose the Offering Materials to, or discuss the Offering Materials with, a potential co-bidder, co-investor, partner in the Investment or other prospective source of equity or debt financing (i) with the prior written consent of the Seller and (ii) provided any such party agrees in writing to be bound by the terms of this Agreement Agreement, and following such consent and agreement, such parties will be deemed Related Parties hereunder. Additionally, the Offering Materials may include “NPI”. For purposes of this Agreement, “NPI” includes “Nonpublic Personal Information” as if such party was that term is defined in Title V of the Xxxxx-Xxxxx-Xxxxxx Act of 1999 or any successor federal statute, and the rules and regulations thereunder, all as may be amended or supplemented from time to time, as it relates to any individual whose information is provided by HFF or the Seller (“GLBA”) and personally identifiable information protected under and any other applicable law, rule or regulation of any jurisdiction relating to disclosure or use of personal information (“Privacy Laws”). Potential Investor hereundershall, and shall cause its Related Parties to, keep NPI confidential and may use and disclose NPI only in accordance with this Agreement, GLBA and Privacy Laws. In Potential Investor shall, and shall cause its Representatives to (i) ensure the event security and confidentiality of NPI, (ii) protect against any Related Party threats or hazards to the security or integrity of NPI, and (iii) prevent unauthorized access to or use of NPI. Potential Investor shall take immediately notify HFF of any disclosure or omit to take use of any action which if taken or omitted to be taken NPI by Potential Investor would constitute a or any of its Related Parties in breach of this Agreement, GLBA or a default under the terms hereof, then such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential InvestorPrivacy Laws. Potential Investor agrees and acknowledges to keep notify HFF in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Offering Materials which may come to the confidentiality attention of Potential Investor. Notwithstanding anything to the Settlement Agreements and Mutual Releases dated July 7contrary contained herein, 2022 and July 9, 2022 and the Memorandum Potential Investor’s obligations under this paragraph shall survive any termination or expiration of Agreement dated July 15, 2022 in the same manner as required by this Agreement of the Offering MaterialsAgreement.

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLLHFF, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLLHFF’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") Representative (if any is identified above or otherwise in writing to Owner or JLLany), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. The term “Related Party” with respect to Potential Investor will not include any potential debt financing source or any equity financing source/investor or co-bidder or any other person in (or potentially interested in entering into) a “clubbing” or “joint bidding” arrangement with Potential Investor or any of its affiliates (including without limitation potential investors of a Property or portion thereof in a subsequent transaction with Potential Investor), unless approved in advance in writing by Owner (in its sole and absolute discretion) with express reference to this Agreement, at which time such potential debt financing sources, equity financing sources/investors, co-bidders or others will be deemed to be “Related Parties” hereunder or, if requested by Owner or HFF, required to enter into a separate confidentiality agreement. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, then such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. , for which Potential Investor agrees and acknowledges to keep the confidentiality of the Settlement Agreements and Mutual Releases dated July 7, 2022 and July 9, 2022 and the Memorandum of Agreement dated July 15, 2022 in the same manner as required by this Agreement of the Offering Materialsshall be responsible.

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges and agrees on behalf of itself and any and all Related Parties that the Offering Materials are considered the confidential and proprietary information of Owner and/or JLLOwner, and Potential Investor and its Related Parties will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") (if any is identified above or otherwise in writing to Owner or JLL), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the PropertyProperties. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering CONFIDENTIALITY AND CONDITIONS OF OFFERING AGREEMENT Properties: 000 Xxxxxxx Xxxxx, Xxxxxxx, MS 39079 0000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000 Xxxxx Xxxxxx, Xxxx Xxxxx, XX 00000 000 Xxxx Xxxx Xxxxxx, Xxxxxx Xxxxx, XX 00000 000 Xxxx Xxxx Xx, Xxxxxx Xxxxx, XX 00000 000 Xxxx Xxxx Xxxxxx, Xxxxxx Xxxxx, XX 00000 Xxxx Xxxxxx Xxxx, Xxxxxx Xxxxx, XX 00000 Location: Xxxxxx Xxxxx, XX, Xxxxxxxxx, XX, and Pickens, MS Owner: Twin Rivers Paper Company LLC Potential Investor: Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, then the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. The Potential Investor agrees and acknowledges to keep that, without the confidentiality prior written consent of the Settlement Agreements Owner, the Potential Investor will not, and Mutual Releases dated July 7will cause and direct its Related Parties not to, 2022 and July 9disclose to any person (i) the fact that the Owner is pursuing a potential sale of the Properties, 2022 and that the Memorandum of Agreement dated July 15, 2022 in Offering Materials have been made available to the same manner as required by this Agreement Potential Investor or that the Potential Investor has inspected any portion of the Offering Materials, (ii) the fact that discussions or negotiations are taking place concerning a potential sale of the Properties, or (iii) any of the terms, conditions or other facts with respect to any such potential sale, including the status thereof.

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLLHFF, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLLHFF’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") Representative (if any is identified above or otherwise in writing to Owner or JLLany), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. The term “Related Party” with respect to Potential Investor will not include any potential debt financing source or any equity financing source/investor or co- bidder or any other person in (or potentially interested in entering into) a “clubbing” or “joint bidding” arrangement with Potential Investor or any of its affiliates (including without limitation potential investors of a Property or portion thereof in a subsequent transaction with Potential Investor), unless approved in advance in writing by Owner (in its sole and absolute discretion) with express reference to this Agreement, at which time such potential debt financing sources, equity financing sources/investors, co-bidders or others will be deemed to be “Related Parties” hereunder or, if requested by Owner or HFF, required to enter into a separate confidentiality agreement. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, then such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. , for which Potential Investor agrees and acknowledges to keep the confidentiality of the Settlement Agreements and Mutual Releases dated July 7, 2022 and July 9, 2022 and the Memorandum of Agreement dated July 15, 2022 in the same manner as required by this Agreement of the Offering Materialsshall be responsible.

Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLLSponsor, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLLSponsor’s prior written consentconsent (which may be withheld in Sponsor’s sole and absolute discretion); provided, however, that the Offering Materials may be disclosed to the Potential Investor’s real estate broker ("Potential Investor’s Representative") (, if any is identified above or otherwise in writing to Owner or JLL)any, the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively separately, the “Related Party” or, collectively, the "Related Parties") as reasonably required for an to the extent such Related Party has a need to know such Offering Materials in connection with Potential Investor’s evaluation of the PropertyTransaction. Such Related Parties shall be informed by Potential Investor of the confidential and proprietary nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. The term “Related Party” with respect to Potential Investor will not include any potential debt financing source or any equity financing source/Investor or co-bidder or any other person in (or potentially interested in entering into) a “clubbing” or “joint bidding” arrangement with Potential Investor or any of its affiliates (including without limitation potential Investors of a Property or portion thereof in a subsequent transaction with Potential Investor), unless approved in advance in writing by Sponsor (in its sole and absolute discretion) with express reference to this Agreement, at which time such potential debt financing sources, equity financing sources/Investors, co-bidders or others will be deemed to be “Related Parties” hereunder or, if requested by Sponsor or HFF, required to enter into a separate confidentiality agreement. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, then the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor. Potential Investor agrees and acknowledges to keep the confidentiality of the Settlement Agreements and Mutual Releases dated July 7, 2022 and July 9, 2022 and the Memorandum of Agreement dated July 15, 2022 in the same manner as required by this Agreement of the Offering Materials.