THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is made and agreed to by ________________________ (“Broker”), and _______________________________________ (“Purchaser”) regarding the properties known as ________________________________________________ (“Property”). The obligations of confidentiality undertaken pursuant to this Agreement shall survive the terms of the Broker’s agreement with the Seller.

PURCHASER HAS REQUESTED information from Broker for the purchase of evaluating a possible acquisition of the Property or note. The Owner of the Property or note has instructed Broker to deliver information concerning the Property or note, much of which is highly confidential, only to those potential purchasers who sign this Agreement.

THE PARTIES AGREE, in consideration of the covenants and agreements contained herein, as follows:

Purchaser will not disclose, permit the disclosure or transfer, any information obtained hereunder (“Information”) to any other person or entity.

If Purchaser is a corporation, partnership, limited liability company or other non-natural legal entity, the person(s) signing this Agreement on its behalf will take all appropriate precautions to limit the dissemination of the Information only to those persons within the entity who have need to know of the Information, and who are specifically aware of the Agreement and agree to honor it.

This Agreement applies to all Information received from Broker, now or in the future, which is not readily available to the general public. Purchaser understands that all Information shall be deemed confidential, valuable and proprietary such that its unauthorized disclosure, even without intent to harm, could cause substantial and irreparable harm to Owner and Broker.

All information shall be used for the sole purpose of evaluating the potential acquisition of the Property or note, and it shall not at any time, or in any manner, be used for any other purpose.

Purchaser shall not contact directly any persons concerning the Property or note, other than Broker, without Broker’s or Own-er’s written permission. Such persons include, without limitation, Owner’s employees, suppliers and tenants.

Purchaser acknowledges that it is a principal and not an agent or acting on behalf of any other party in conjunction with the purchase of the Property or note (except Advisors working on behalf of their pension fund clients). Purchaser acknowledges that it is not working with any other broker or agent other than the Broker named below in connection with the Property or note.

Neither Broker nor Owner make any representations or warranty, express or implied, as to the accuracy or completeness of any information provided by them. Purchaser assumes full and complete responsibility for confirmation and verification of all information received and expressly waives all rights of recourse against Owner and Broker with respect to the same.

The persons signing on behalf of Purchaser and Broker represent that they have the authority to bind the party for whom they sign.