Common use of Proprietary Information; Confidentiality Clause in Contracts

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating the Property. The term confidential or proprietary information does not include any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public other than as a result of a disclosure by Purchaser or its representatives, (ii) is already in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunder. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for evaluating Purchaser’s acquisition or financing of the Property, including Purchaser’s investors, and those who have agreed to preserve the confidentiality of such information as required hereby (collectively, “Permitted Outside Parties”). Notwithstanding the foregoing, Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the standards set forth in this Section 4.5. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under this Section 4.5 shall survive the termination of this Agreement for a period of one (1) year but shall not survive Closing. Notwithstanding anything in this Agreement to the contrary, any confidentiality obligations or liabilities of Purchaser to Seller, shall automatically terminate (and not survive) upon Closing.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and Seller shall remain proprietary and treat all information furnished by RIVERSIDE in connection with this Order as confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating the Property. The term confidential or proprietary information does not include any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public other than as a result of a disclosure by Purchaser or its representatives, (ii) is already in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunder. Purchaser shall not disclose the contents to or use any person such information for any purpose, other than to those persons who are responsible for evaluating Purchaser’s acquisition performance of this Order, without the express written permission of RIVERSIDE. For purposes of this Section 15, the term “information” shall include business plans, network architecture, system architecture and equipment, designs, engineering data, patterns, drawings, specifications, instructions or financing of the Property, including Purchaser’s investorsother technical or proprietary information, and those who have agreed to preserve information which will become the confidentiality property of RIVERSIDE hereunder, and any and all derivative works thereof or thereto. Upon completion or termination of this Order, Seller shall return all such information as required hereby (collectively, “Permitted Outside Parties”)to RIVERSIDE. Notwithstanding the foregoing, Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller written notice shall have the right to make limited disclosure of the requirement terms of this Order to its affiliates and will cooperate with its and their Representatives, where necessary to enable Seller so to perform its obligations and exercise its rights hereunder, provided that Seller, at its expense, may seek an appropriate protective order andall such persons and entities to whom disclosure is made shall first agree, in the absence writing, to abide by this Section 15. Seller shall be primarily liable for any breach of a protective order, Purchaser may disclose only this Section 15 by persons or entities to whom Seller makes such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed)disclosure. Purchaser Seller shall not divulge issue any press release or make any other public disclosure with respect to the contents existence or terms of the Property Documents and other information except in strict accordance with the standards set forth in this Section 4.5. In permitting Purchaser to review the Property Documents Order, or any other informationbusiness arrangement between RIVERSIDE and Seller, Seller has not waived or use the name or any privilege trademarks, service marks, designs or claim logos of confidentiality with respect theretoRIVERSIDE, and no third-party benefits or relationships without the prior written consent of any kindRIVERSIDE, either express or implied, have been offered, intended or created. Purchaser’s obligations under this Section 4.5 shall survive the termination of this Agreement for a period of one (1) year but shall not survive Closing. Notwithstanding anything in this Agreement except to the contrary, any extent (and solely to the minimum extent) that disclosure is necessary for legal or governmental proceedings. Any confidentiality obligations of RIVERSIDE, its affiliates, or liabilities of Purchaser their respective Representatives shall be pursuant only to Seller, shall automatically terminate (and not survive) upon Closinga separate written agreement.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating determining the feasibility of purchasing the Property. The term confidential or proprietary information does Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representatives, (ii) is already set forth in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunderpreceding sentence. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for evaluating determining the feasibility of Purchaser’s 's acquisition or financing of the Property, including Purchaser’s investors, Property and those who have agreed to preserve the confidentiality of such information as required hereby (collectively, “"Permitted Outside Parties”"). Notwithstanding At any time and from time to time, within two business days after Seller's request, Purchaser shall deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or any information taken from the foregoing, Property Documents. Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.54.7. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under this Section 4.5 shall survive As used hereunder, the termination of this Agreement for a period of one (1) year but term "Permitted Outside Parties" shall not survive Closing. Notwithstanding anything in this Agreement include Seller's existing mortgage lender and Purchaser shall not deliver to Seller's existing mortgage lender any information relating to the contraryProperty unless approved by Seller in writing, any confidentiality obligations or liabilities of Purchaser to in Seller, shall automatically terminate ('s sole and not survive) upon Closingabsolute discretion.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating determining the Propertyfeasibility of purchasing the Properties. The term confidential or proprietary information does Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure set forth in the preceding sentence and, except as may be required by Purchaser or its representativesapplicable Law, (ii) is already in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunder. Purchaser shall not disclose the contents thereof or the findings or information obtained pursuant to any tests or inspections conducted on the Property pursuant to this Article 4 to any person other than to those persons who are responsible for evaluating determining the feasibility of Purchaser’s acquisition or financing of the Property, including Purchaser’s investors, Properties and those who have agreed to preserve the confidentiality of such information as required hereby hereby, including without limitation Purchaser's attorneys, accountants, and insurance advisors (collectively, “Permitted Outside Parties”). Notwithstanding the foregoing; provided, however, Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may shall disclose only such content information to a particular Permitted Outside Party as may be is reasonably necessary for that Permitted Outside Party to avoid any penalty, sanction, or other material adverse consequenceperform its role in assisting Purchaser determine the feasibility of its acquisition of the Properties, and nothing more. At any time and from time to time, within two (2) business days after Purchaser's receipt of a written request from Seller, Purchaser will use reasonable efforts shall deliver to secure confidential treatment Seller a list of all parties to whom Purchaser has provided any such content so disclosed)Property Documents or any information taken from the Property Documents. Purchaser shall not divulge the contents of the Property Documents or any of the third party reports, investigations and studies and other information except in strict accordance with the confidentiality standards set forth in this Section 4.54.8. In permitting Purchaser to review the Property Documents or and any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under The provisions of this Section 4.5 4.8 shall survive the termination of this Agreement for a period of one (1) year but shall not survive Closing. Notwithstanding anything in this Agreement to the contrary, any confidentiality obligations or liabilities of Purchaser to Seller, shall automatically terminate (and not survive) upon ClosingAgreement.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential (to the extent that they contain information that is not generally known to or discoverable by the public) and will be delivered to Purchaser solely to assist Purchaser in evaluating determining the feasibility of purchasing the Property. The term confidential or proprietary information does Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representatives, (ii) is already set forth in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunderpreceding sentence. Purchaser shall not disclose the contents to any person other than to those persons Purchaser's current or prospective partners, agents, employees, consultants, attorneys, engineers, licensees, investors, and lenders (and each of their respective agents, employees, consultants, attorneys, engineers and licensees) involved in this transaction who are responsible for evaluating determining the feasibility of Purchaser’s 's acquisition or financing of the Property, including Purchaser’s investors, and those who have agreed to preserve the confidentiality of such information as required hereby Property (collectively, “"Permitted Outside Parties”"). Notwithstanding the foregoing, Purchaser may disclose such contents of the Property Documents as (a) expressly required under laws, rules or regulations applicable laws to Purchaser, including regulation and requirements of the U.S. Securities and Exchange Commission and any other regulatory or body having oversight over Purchaser or Purchaser’s direct or indirect owners, or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but Purchaser will first give Seller written notice of the requirement if legally permissible to do so, and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.54.7. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under this Section 4.5 shall survive As used hereunder, the termination of this Agreement for a period of one (1) year but term "Permitted Outside Parties" shall not survive Closing. Notwithstanding anything in this Agreement include Seller's existing mortgage lender and Purchaser shall not deliver to Seller's existing mortgage lender any information relating to the contraryProperty unless approved by Seller in writing, any confidentiality obligations or liabilities of Purchaser to in Seller, shall automatically terminate ('s sole and not survive) upon Closingabsolute discretion.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating determining the feasibility of purchasing the Property. The term confidential or proprietary information does Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representatives, (ii) is already set forth in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunderpreceding sentence. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for evaluating determining the feasibility of Purchaser’s 's acquisition or financing of the Property, including Purchaser’s investors, Property and those who have agreed to preserve the confidentiality of such information as required hereby (collectively, “"Permitted Outside Parties”"). Notwithstanding At any time and from time to time, within two business days after Sellers’ request, Purchaser shall deliver to Sellers a list of all parties to whom Purchaser has provided any Property Documents or any information taken from the foregoing, Property Documents. Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller Sellers written notice of the requirement and will cooperate with Seller Sellers so that SellerSellers, at its their expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.54.7. In permitting Purchaser to review the Property Documents or any other information, Seller has Sellers have not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under this Section 4.5 shall survive As used hereunder, the termination of this Agreement for a period of one (1) year but term "Permitted Outside Parties" shall not survive Closing. Notwithstanding anything in this Agreement include Sellers’ existing mortgage lenders and Purchaser shall not deliver to Sellers’ existing mortgage lenders any information relating to the contraryProperty unless approved by Sellers in writing, any confidentiality obligations or liabilities of Purchaser to Seller, shall automatically terminate (in Sellers’ sole and not survive) upon Closingabsolute discretion.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating determining the feasibility of purchasing the Property. The term confidential or proprietary information does Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representatives, (ii) is already set forth in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunderpreceding sentence. Purchaser shall not disclose the contents of the Property Documents to any person other than to those persons who are responsible for evaluating determining the feasibility of Purchaser’s 's acquisition or financing of the Property, including Purchaser’s investors, Property and those who have agreed to preserve the confidentiality of such information as required hereby (collectively, “"Permitted Outside Parties”"). Notwithstanding the foregoingAt any time and from time to time, within two business days after Seller's request, Purchaser may disclose such contents as (a) expressly required under applicable laws shall deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller written notice of any information taken from the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed)Property Documents. Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.50. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under this Section 4.5 shall survive As used hereunder, the termination of this Agreement for a period of one (1) year but term "Permitted Outside Parties" shall not survive Closinginclude Seller's existing mortgage lender and Purchaser shall not deliver to Seller's existing mortgage lender any information relating to the Property unless approved by Seller in writing, in Seller's sole and absolute discretion. Notwithstanding anything to the contrary in this Agreement Agreement, the Purchaser may release information to its underwriters, lenders and other sources of financing and their agents and may include information regarding the contraryProperty in any filing made by Purchaser with the United States Securities and Exchange Commission pursuant to federal or state securities law or regulations, including but not limited to a Form S-11 registration or a Rule 3-14 audit or any confidentiality obligations similar or liabilities of Purchaser to Seller, shall automatically terminate (and not survive) upon Closingrelated filing made by Purchaser.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be were delivered to Purchaser solely to assist Purchaser in evaluating determining the Propertyfeasibility of purchasing the Properties. The term confidential or proprietary information does Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representatives, (ii) is already set forth in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or the preceding sentence except as otherwise prohibited from transmitting permitted in this Agreement and/or the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunderAccess Agreement. Purchaser shall not disclose the contents of the Property Documents to any person other than (y) to those persons (i) who are responsible for evaluating financing and/or determining the feasibility of Purchaser’s acquisition or financing of the PropertyProperties, including Purchaser’s investorsincluding, without limitation, lenders, accountants, consultants, and those attorneys, and (ii) who have agreed to preserve the confidentiality of such information as required hereby or (z) to persons as required by law (collectively, “Permitted Outside Parties”). Notwithstanding In the foregoingevent Purchaser determines that it shall be required to disclose confidential information by law, Purchaser may disclose shall promptly contact Seller of such contents determination, and Seller, and not Purchaser or anyone acting on Purchaser’s behalf, shall make such disclosure as Seller deems appropriate and/or file the PFS:009462.0002.2820427.11 appropriate challenges or appeals to prevent such disclosure (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller written notice of the requirement and will Purchaser shall reasonably cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence conduct of a protective ordersuch challenge or appeal). At any time and from time to time, within two (2) business days after Seller’s request, Purchaser may disclose only such content as may be necessary shall deliver to avoid Seller a list of all parties to whom Purchaser has provided any penalty, sanction, Property Documents or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed)information taken from the Property Documents. Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.5Section. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under this Section 4.5 shall survive the termination of this Agreement for a period of one (1) year but shall not survive Closing. Notwithstanding anything in this Agreement to the contrary, any confidentiality obligations or liabilities of Purchaser to Seller, shall automatically terminate (and not survive) upon Closing.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser and Purchaser’s employees, agents, representatives, lenders, potential lenders, Exhibit M, List of Existing Loan Documents M-10 investors, potential investors, surveyors, engineers, contractors and consultants (collectively, "Purchaser’s Representatives") in evaluating determining the feasibility of purchasing and financing the Property. The term confidential or proprietary information does Prior to Closing, Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by set forth in the preceding sentence. Except as set forth herein, neither Purchaser or its representatives, (ii) is already in nor Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunder. Purchaser Representatives shall not disclose the contents of the Property Documents to any person other than to those persons who are responsible for evaluating determining the feasibility of Purchaser’s 's acquisition or and financing of the Property, including Purchaser’s investors, Property and those who have agreed to preserve Purchaser shall inform such persons of the confidentiality confidential nature of such information as required hereby and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 (collectively, “"Permitted Outside Parties”"). Notwithstanding the foregoing, Purchaser may disclose such contents as are (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first promptly, to the extent permitted under such laws or legal process, give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.54.7. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. As used hereunder, the term "Permitted Outside Parties" shall include Lender and Purchaser is permitted to deliver any information relating to the Property to Lender in connection with Purchaser’s obligations under this Section 4.5 assumption of the Existing Loan, but in such event Purchaser shall survive deliver a copy of any environmental report, property condition report, engineering report, zoning report or similar third party reports regarding the termination of this Agreement for a period of Property to Seller at least one (1) year but shall not survive Closingbusiness day prior to delivery of same to Lender, solely for Seller's informational purposes. Notwithstanding anything contained in this Section 4.7 or otherwise in this Agreement to the contrary, the following information shall in no event be deemed proprietary and confidential: (i) information or material that is or becomes generally available to the public through no action by Purchaser or Purchaser Representatives in violation of this Agreement, or is or becomes available to Purchaser on a nonconfidential basis from a source, other than the Seller or its affiliates or any confidentiality obligations officer, director, trustee, agent, employee or liabilities other person acting or purporting to act on behalf of Purchaser Seller or any of its affiliates; and (ii) Purchaser’s internally generated work product (except to Seller, the extent it contains information required to be treated as confidential hereunder or to the extent it is based on or derived from information required to be treated as confidential hereunder). The provisions of this Section 4.7 shall automatically terminate (and survive termination of this Agreement but shall not survive) upon survive Closing.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are confidential and shall remain proprietary and confidential have been and will be delivered to Purchaser solely to assist Purchaser in evaluating determining the feasibility of purchasing the Property. The term confidential or proprietary information does not include any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public other than as a result of a disclosure by Purchaser or its representatives, (ii) is already in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunder. Purchaser shall not use the Property Documents for any purpose other than as set forth in the preceding sentence. Except to the extent known or readily available to the public, Purchaser shall not disclose prior to the Closing the contents to any person other than to those persons who are responsible for evaluating the trustees, directors, officers, employees and partners of Purchaser or its parent company, and to Purchaser’s acquisition or financing of the Propertypotential lenders, including Purchaser’s potential investors, attorneys, accountants and those who other consultants and permitted assignees and to the tenants under the Leases and Guarantor, provided that such persons have agreed to preserve the confidentiality of such information as required hereby hereby, and may be disclosed to the extent required by law (collectively, “Permitted Outside Parties”). Notwithstanding the foregoingAt any time and from time to time, within two Business Days after Seller’s request, Purchaser may disclose such contents as (a) expressly required under applicable laws shall deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller written notice of any information taken from the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed)Property Documents. Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.54.7. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under this Section 4.5 4.7 and any other confidentiality agreement between Purchaser or its Affiliates and Seller or its Affiliates shall survive the survive: (i) termination of this Agreement for a period Agreement, and (ii) Closing solely with respect to financial information provided as part of one (1) year but shall not survive Closing. Notwithstanding anything in this Agreement to the contrary, any confidentiality obligations or liabilities of Purchaser to Seller, shall automatically terminate (Property Documents and not survive) upon Closingindemnification obligations.

Proprietary Information; Confidentiality. Purchaser Buyer acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser Buyer or made available for Buyer’s review solely to assist Purchaser Buyer in evaluating determining the feasibility of purchasing the Property. The term confidential or proprietary information does Buyer shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representativesset forth in the preceding sentence. Prior to the Closing, (ii) is already in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunder. Purchaser Buyer shall not disclose the contents of the Property Documents to any person other than as required by law and other than to those persons who are responsible for evaluating Purchaserdetermining the feasibility of Buyer’s acquisition or financing of the Property, including Purchaser’s investors, Property and those who have agreed to preserve the confidentiality of such information as required hereby (collectively, “Permitted Outside Parties”). Notwithstanding the foregoing, Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser Buyer shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.54.8. In permitting Purchaser Buyer to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. PurchaserNotwithstanding the foregoing, nothing contained herein shall impair Buyer’s obligations under this Section 4.5 shall survive the termination of (or its permitted assignee’s) right to disclose information relating to this Agreement or the Property (a) to any due diligence representatives and/or consultants that are engaged by, work for or are acting on behalf of, any securities dealers and/or broker dealers evaluating Buyer or its permitted assignees, (b) in connection with any filings (including any amendment or supplement to any S-11 filing) with governmental agencies (including the SEC) by any REIT holding an interest (direct or indirect) in any permitted assignee of Buyer, and (c) to any broker/dealers in the REIT’s broker/dealer network and any of the REIT’s investors. Buyer shall indemnify, defend and hold Seller, its partners, officers and directors harmless from any and all claims that may arise from Buyer’s (or its permitted assignee’s) disclosure of such information to such third parties to the extent a period of one (1) year but shall not survive Closing. Notwithstanding anything in third party brings an action against Seller and/or Buyer concerning this Agreement to or the contrary, any confidentiality obligations Property by reason of a violation of federal or liabilities of Purchaser to Seller, shall automatically terminate (and not survive) upon Closingstate securities laws.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating determining the feasibility of purchasing the Property. The term confidential or proprietary information does Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representatives, (ii) is already set forth in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunderpreceding sentence. Purchaser shall not disclose the contents to any person other than to those persons who are responsible for evaluating determining the advisability or feasibility of Purchaser’s 's acquisition or and financing of the Property, including or who are considering investing in or financing Purchaser’s investors's acquisition of the Property, and those who have agreed to preserve the confidentiality of such information as required hereby (collectively, “"Permitted Outside Parties”"). At any time and from time to time, within two business days after Seller's request, Purchaser shall deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or any information taken from the Property Documents. Notwithstanding the foregoing, Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Further, notwithstanding the foregoing, Purchaser and the Permitted Outside Parties shall not be obligated to keep confidential any Property Documents or information contained in any Property Documents that (i) is already in the public domain, (ii) is or becomes generally available to the public other than as a result of a disclosure by Purchaser or any Permitted Outside Party, or (iii) is or becomes available to Purchaser or any Permitted Outside Party on a non-confidential basis from a source other than Seller who, to Purchaser's or such Permitted Outside Party's knowledge, is not subject to a confidentiality agreement with Seller prohibiting such disclosure. Purchaser, using the same degree of care with respect to the Property Documents as Purchaser employs with respect to its own proprietary or confidential information, shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.54.7. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under As used hereunder, the term "Permitted Outside Parties" shall not include Seller's existing mortgage lender and Purchaser shall not deliver to Seller's existing mortgage lender any information relating to the Property unless approved by Seller in writing, in Seller's sole and absolute discretion. If Purchaser has previously executed a confidentiality agreement for the benefit of Seller and such confidentiality agreement remains in effect during the term of this Agreement, and there is any conflict between the terms of this Section 4.5 4.7 and such confidentiality agreement, the more restrictive provisions limiting the disclosure of information shall survive the termination of this Agreement for a period of one (1) year but shall not survive Closing. Notwithstanding anything in this Agreement to the contrary, any confidentiality obligations or liabilities of Purchaser to Seller, shall automatically terminate (and not survive) upon Closingprevail.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser and Purchaser’s employees, agents, representatives, lenders, potential lenders, investors, potential investors, surveyors, engineers, contractors and consultants (collectively, "Purchaser’s Representatives") in evaluating determining the feasibility of purchasing and financing the Property. The term confidential or proprietary information does Prior to Closing, Purchaser shall not include use the Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by set forth in the preceding sentence. Except as set forth herein, neither Purchaser or its representatives, (ii) is already in nor Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunder. Purchaser Representatives shall not disclose the contents of the Property Documents to any person other than to those persons who are responsible for evaluating determining the feasibility of Purchaser’s 's acquisition or and financing of the Property, including Purchaser’s investors, Property and those who have agreed to preserve Purchaser shall inform such persons of the confidentiality confidential nature of such information as required hereby and shall use commercially reasonable efforts to cause such persons to comply with the provisions of this Section 4.7 (collectively, “"Permitted Outside Parties”"). Notwithstanding the foregoing, Purchaser may disclose such contents as are (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial order, subpoena or demand issued by a court of competent jurisdiction (but will first promptly, to the extent permitted under such laws or legal process, give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed). Purchaser shall not divulge the contents of the Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.54.7. In permitting Purchaser to review the Property Documents or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. As used hereunder, the term "Permitted Outside Parties" shall include Lender and Purchaser is permitted to deliver any information relating to the Property to Lender in connection with Purchaser’s obligations under this Section 4.5 assumption of the Existing Loan, but in such event Purchaser shall survive deliver a copy of any environmental report, property condition report, engineering report, zoning report or similar third party reports regarding the termination of this Agreement for a period of Property to Seller at least one (1) year but shall not survive Closingbusiness day prior to delivery of same to Lender, solely for Seller's informational purposes. Notwithstanding anything contained in this Section 4.7 or otherwise in this Agreement to the contrary, the following information shall in no event be deemed proprietary and confidential: (i) information or material that is or becomes generally available to the public through no action by Purchaser or Purchaser Representatives in violation of this Agreement, or is or becomes available to Purchaser on a nonconfidential basis from Exhibit M, List of Existing Loan Documents M-11 a source, other than the Seller or its affiliates or any confidentiality obligations officer, director, trustee, agent, employee or liabilities other person acting or purporting to act on behalf of Purchaser Seller or any of its affiliates; and (ii) Purchaser’s internally generated work product (except to Seller, the extent it contains information required to be treated as confidential hereunder or to the extent it is based on or derived from information required to be treated as confidential hereunder). The provisions of this Section 4.7 shall automatically terminate (and survive termination of this Agreement but shall not survive) upon survive Closing.

Proprietary Information; Confidentiality. Purchaser Buyer acknowledges that the Property Documents which are and shall remain not recorded or public documents (collectively, the “Non-Public Property Documents”) are proprietary and confidential and will be delivered to Purchaser Buyer or made available for Buyer’s review solely to assist Purchaser Buyer in evaluating determining the feasibility of purchasing and financing the Property. The term confidential or proprietary information does Buyer shall not include use the Non-Public Property Documents for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representatives, (ii) is already set forth in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunderpreceding sentence. Purchaser Buyer shall not disclose the contents of the Non-Public Property Documents to any person other than to those persons who are responsible for evaluating Purchaserdetermining the feasibility of Buyer’s acquisition or and financing of the PropertyProperty (including lenders, including Purchaser’s partners, investors, consultants, and those attorneys) and who have agreed to preserve the confidentiality of such information as required hereby (collectively, “Permitted Outside Parties”). Notwithstanding the foregoing; provided, Purchaser may disclose such contents as (a) expressly required under applicable laws or (b) expressly required by appropriate written judicial orderhowever, subpoena or demand issued by a court of competent jurisdiction (but will first give Seller written notice of the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in the absence of a protective order, Purchaser may Buyer shall disclose only such content information to a particular Permitted Outside Party as may be necessary is reasonably appropriate for that Permitted Outside Party to avoid any penalty, sanction, or other material adverse consequence, perform its role in assisting Buyer in determining the feasibility of its acquisition and Purchaser will use reasonable efforts to secure confidential treatment financing of any such content so disclosed)the Property. Purchaser Buyer shall not divulge the contents of the Non-Public Property Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 4.54.6, or except as may be otherwise required by law (including without limitation, any disclosure required by the United States Securities and Exchange Commission) so long as Buyer uses reasonable efforts to limit the scope of any disclosure so required by law to the fullest extent permitted by applicable law. In permitting Purchaser Buyer to review the Property Documents or any other information, Seller has Sellers have not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under The terms of this Section 4.5 4.6 shall survive the termination terminate as of this Agreement for a period of one (1) year but shall not survive Closing. Notwithstanding anything in this Agreement to the contrary, any confidentiality obligations or liabilities of Purchaser to Seller, shall automatically terminate (and not survive) upon Closing.

Proprietary Information; Confidentiality. Purchaser acknowledges that the Property Documents and the Diligence URL/Password are and shall remain proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in evaluating determining the feasibility of purchasing the Property. The term confidential Purchaser shall not use the Property Documents or proprietary information does not include the Diligence URL/Password for any information that Purchaser can reasonably establish (i) at the time of disclosure or thereafter is available to the public purpose other than as a result of a disclosure by Purchaser or its representatives, (ii) is already set forth in Purchaser’s possession or becomes available to Purchaser on a non-confidential basis from a source other than Seller or its representatives, provided that, such source is not known to Purchaser after reasonable inquiry to be bound by an obligation of confidentiality to Seller or its affiliates or otherwise prohibited from transmitting the information to Purchaser by a contractual, legal or fiduciary obligation, or (iii) has been independently developed by Purchaser or its representatives without reference to or reliance upon the confidential or proprietary information and without otherwise violating your obligations hereunderpreceding sentence. Purchaser shall not disclose the contents of the Property Documents or the Diligence URL/Password to any person other than to those persons who are responsible for evaluating determining the feasibility of Purchaser’s acquisition or financing of the PropertyProperty (including, including without limitation, Purchaser’s investors, and those its lenders attorneys and consultants) and who have agreed to preserve the confidentiality of such information as required hereby (collectively, “Permitted Outside Parties”). Notwithstanding the foregoingAt any time and from time to time, within two Business Days after Seller’s request, Purchaser may disclose such contents as (a) expressly required under applicable laws shall deliver to Seller a list of all parties to whom Purchaser has provided any Property Documents or (b) expressly required by appropriate written judicial order, subpoena the Diligence URL/Password or demand issued by a court of competent jurisdiction (but will first give Seller written notice of any information taken from the requirement and will cooperate with Seller so that Seller, at its expense, may seek an appropriate protective order and, in Property Documents or the absence of a protective order, Purchaser may disclose only such content as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and Purchaser will use reasonable efforts to secure confidential treatment of any such content so disclosed)Diligence Website. Purchaser shall not divulge the contents of the Property Documents and Documents, the Diligence URL/Password or other information except in strict accordance with the confidentiality standards set forth in this Section 4.54.8. In permitting Purchaser to review the Property Documents or any other informationinformation or in granting Purchaser access to the Diligence Website, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third-third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. Purchaser’s obligations under this Section 4.5 4.8 shall survive the termination of this Agreement for a period of one two (12) year but shall not survive Closingyears. Notwithstanding anything the foregoing and notwithstanding the provisions of Section 12.14, Purchaser (its affiliates or any entity advised by Purchaser's affiliates) shall be permitted to disclose this transaction and/or the terms of this transaction and information in this Agreement the Property Documents in any document as may be necessary to comply with any applicable federal or state securities laws, rules, or regulations or to comply with the contrary, any confidentiality obligations or liabilities requirements of Purchaser to Seller, shall automatically terminate (the Securities and not survive) upon ClosingExchange Commission.