Potential Investor as Principal and Other Brokers or Agents. Potential Investor is a principal and not an agent of or acting on behalf of any other party in connection with the purchase of the Property. Potential Investor will not look to JLL or to Owner for any brokerage commission, finder’s fee, or other compensation in connection with the sale of the Property or any interest therein. Potential Investor acknowledges that it has not had any discussion regarding the Property with any broker or agent other than the Potential Investor’s Representative (if any) identified above. Potential Investor shall indemnify and hold Owner and JLL and their respective officers, directors, shareholders, partners, members, employees, agents and representatives and any affiliate, successor or assign thereof (collectively, the “Owner/JLL Related Parties”), harmless from and against any and all claims, causes of action, damages, suits, demands, liabilities, fines, fees, costs and expenses (including, but not limited to, court costs and attorney’s fees) of any kind, nature or character relating to the Property by any agents or brokers (including any Potential Investor’s Representative) (other than JLL) resulting from (i) any failure by Potential Investor or any Related Party to disclose any relationship Potential Investor may have with respect to any broker or other intermediary, (ii) any failure by Potential Investor to pay any amounts claimed by any broker or other intermediary (including, without limitation, any Potential Investor’s Representative), other than JLL, in connection with the marketing or sale of the Property and (iii) any breach or default hereunder by Potential Investor and/or any deemed breach or default hereunder by any Related Party.

Potential Investor as Principal and Other Brokers or Agents. Potential Investor is a principal and not an agent of or acting on behalf of any other party in connection with the purchase of the Property. Potential Investor will not look to HFF or to Owner for any brokerage commission, finder’s fee, or other compensation in connection with the sale of the Property or any interest therein. Potential Investor acknowledges that it has not had any discussion regarding the Property with any broker or agent. Potential Investor shall indemnify and hold Owner and HFF and their respective officers, directors, shareholders, partners, members, employees, agents and representatives and any affiliate, successor or assign thereof (collectively, the “Owner/HFF Related Parties”), harmless from and against any and all claims, causes of action, damages, suits, demands, liabilities, fines, fees, costs and expenses (including, but not limited to, court costs and attorney’s fees) of any kind, nature or character relating to the Property by any agents or brokers resulting from (i) any failure by Potential Investor or any Related Party to disclose any relationship Potential Investor may have with respect to any broker or other intermediary, (ii) any failure by Potential Investor to pay any amounts claimed by any broker or other intermediary (including, without limitation, any Potential Investor’s Representative), other than HFF, in connection with the marketing or sale of the Property and (iii) any breach or default hereunder by Potential Investor and/or any deemed breach or default hereunder by any Related Party.

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Potential Investor as Principal and Other Brokers or Agents. Potential Investor is a principal and not an agent of or acting on behalf of any other party in connection with the purchase of the Property. Potential Investor will not look to HFF/C&W or to Owner for any brokerage commission, finder’s fee, or other compensation in connection with the sale of the Property or any interest therein. Potential Investor acknowledges that it has not had any discussion regarding the Property with any broker or agent other than the Potential Investor’s Representative (if any) identified above. Potential Investor shall indemnify and hold Owner and HFF/C&W and their respective officers, directors, shareholders, partners, members, employees, agents and representatives and any affiliate, successor or assign thereof (collectively, the “Owner/HFF/C&W Related Parties”), harmless from and against any and all claims, causes of action, damages, suits, demands, liabilities, fines, fees, costs and expenses (including, but not limited to, court costs and attorney’s fees) of any kind, nature or character relating to the Property by any agents or brokers (including any Potential Investor’s Representative) (other than HFF/C&W) resulting from (i) any failure by Potential Investor or any Related Party to disclose any relationship Potential Investor may have with respect to any broker or other intermediary, (ii) any failure by Potential Investor to pay any amounts claimed by any broker or other intermediary (including, without limitation, any Potential Investor’s Representative), other than HFF/C&W, in connection with the marketing or sale of the Property and (iii) any breach or default hereunder by Potential Investor and/or any deemed breach or default hereunder by any Related Party.

Potential Investor as Principal and Other Brokers or Agents. Potential Investor is a principal and not an agent of or acting on behalf of any other party in connection with the purchase of the Property. Potential Investor will not look to HFF or to Owner for any brokerage commission, finder’s fee, or other compensation (other than what is identified below in this Section 4) in connection with the sale of the Property or any interest therein. Potential Investor acknowledges that it has not had any discussion regarding the Property with any broker or agent other than the Potential Investor’s Representative (if any) identified above. Potential Investor shall indemnify and hold Owner and HFF and their respective officers, directors, shareholders, partners, members, employees, agents and representatives and any affiliate, successor or assign thereof (collectively, the “Owner/HFF Related Parties”), harmless from and against any and all claims, causes of action, damages, suits, demands, liabilities, fines, fees, costs and expenses (including, but not limited to, court costs and attorney’s fees) of any kind, nature or character relating to the Property by any agents or brokers (other than HFF and Potential Investor’s Representative identified above) resulting from (i) any failure by Potential Investor or any Related Party to disclose any relationship Potential Investor may have with respect to any broker or other intermediary, (ii) any failure by Potential Investor to pay any amounts claimed by any broker or other intermediary (including, without limitation, any Potential Investor’s Representative), other than HFF, in connection with the marketing or sale of the Property and (iii) any breach or default hereunder by Potential Investor and/or any deemed breach or default hereunder by any Related Party. If the Potential Investor purchases the Property, the Potential Investor’s Representative identified above shall be entitled to a percentage of the commission paid to HFF by Owner in an amount to be determined by HFF in its sole discretion. Potential Investor’s Representative identified above shall be entitled to a total commission of One Percent (1%) of the final purchase price if the Potential Investor purchases the Property, which shall be paid by Owner.

Potential Investor as Principal and Other Brokers or Agents. The Potential Investor acknowledges and agrees that the Potential Investor is a principal and not an agent of or acting on behalf of any other party in connection with the sale of the Property and the Potential Investor hereby agrees that it will not look to HFF, or to Owner for any brokerage commission, finder’s fee or other compensation in connection with the sale of the Property or any interest therein. The Potential Investor acknowledges that it has not had any discussion regarding the Property with any broker or agent. Potential Investor shall indemnify, defend and hold Owner and HFF, their respective officers, directors, partners, employees, agents, representatives, and any of their affiliates, beneficiaries, successors and assigns, harmless from and against any and all claims, causes of action, damages, suits, demands, liabilities, fines, fees, costs and expenses (including but not limited to, court costs and attorney’s fees) of any kind, nature or character (collectively, the “Claims”) relating to the Property by any agents or brokers resulting from Potential Investor’s actions or failures to act and/or any actions or failures to act of any of the Related Parties.

Potential Investor as Principal and Other Brokers or Agents. Potential Investor is a principal and not an agent of or acting on behalf of any other party in connection with the purchase of the Property. Potential Investor acknowledges that it has not had any discussion regarding the Property with any broker or agent unless this Agreement is executed by a real estate broker (the “Investor’s Broker”) below. Potential Investor or Investor’s Broker will not look to Xxxxxxxx or to Owner for any brokerage commission, finder’s fee, or other compensation in connection with the sale of the Property or any interest therein unless a separate written agreement has been executed by Investor’s Broker and either Owner or Xxxxxxxx promising to pay Investor’s Broker a commission with respect to the purchase of the Property by Potential Investor. Potential Investor shall indemnify and hold Owner and Xxxxxxxx and their respective officers, directors, shareholders, partners, members, employees, agents and representatives and any affiliate, successor or assign thereof (collectively, the “Owner/Xxxxxxxx Related Parties”), harmless from and against any and all claims, causes of action, damages, suits, demands, liabilities, fines, fees, costs and expenses (including, but not limited to, court costs and attorneys’ fees) of any kind, nature or character relating to the Property by any agents or brokers resulting from (i) any failure by Potential Investor or any Related Party to disclose any relationship Potential Investor may have with respect to any broker or other intermediary, (ii) any failure by Potential Investor to pay any amounts claimed by any broker or other intermediary (including, without limitation, any Potential Investor’s Representative), other than Xxxxxxxx, in connection with the marketing or sale of the Property unless a separate written agreement has been executed by Xxxxxxxx or Owner agreeing to pay such amounts and (iii) any breach or default hereunder by Potential Investor and/or any deemed breach or default hereunder by any Related Party.

Potential Investor as Principal and Other Brokers or Agents. Potential Investor is a principal and not an agent of or acting on behalf of any other party in connection with the purchase of the Property. Potential Investor will not look to HFF or to Owner for any brokerage commission, finder’s fee, or other compensation in connection with the sale of the Property or any interest therein. Potential Investor hereby represents and warrants to Owner and HFF that it has not had any discussion regarding the Property with any broker, agent or finder other than the Potential Investor’s Representative (if any) identified above and HFF. Potential Investor shall defend, indemnify and hold harmless Owner and HFF and their respective officers, directors, shareholders, partners, members, employees, agents and representatives and any affiliate, successor or assign thereof (collectively, the “Owner/HFF Related Parties”) from and against any and all claims, causes of action, damages, suits, losses, demands, liabilities, fines, fees, costs and expenses (including, but not limited to, court costs and fees) of any kind, nature or character relating to or arising in connection with or as a result of (i) the breach of the foregoing representation or warranty, (ii) the assertion by any broker other than HFF, agent, finder or other intermediary (including, without limitation, any Potential Investor’s Representative, of the right to any fee, compensation or other payment as a result of any dealings or purported agreement or understanding with Potential Investor or Potential Investor's Representative, (iii) any failure by Potential Investor to pay any amounts claimed by any broker, agent, finder or other intermediary (other than HFF), including, without limitation, any Potential Investor’s Representative, in connection with the marketing or sale of the Property, and/or (iii) any breach or default of this Agreement by Potential Investor and/or any deemed breach or default hereunder by any Related Party. The provisions the immediately preceding sentence will survive the expiration or termination of this Agreement.

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