Agreement

CONFIDENTIALITY AGREEMENT

Prince Commercial Real Estate Services, Inc. (“Prince”) has been retained by the property owner to market for sale the property of interest (“Property”) and has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to Prince.

Prince has available for review certain information concerning the Property which includes brochures and other materials (collectively “Informational Materials”). Prince will not disclose such Informational Materials to Potential Purchaser unless and until the Purchaser has acknowledged this agreement. Upon Prince’s receipt of this agreement acknowledgment, Prince is prepared to provide access to the Informational Materials for the Potential Purchaser’s consideration in connection with the possible purchase of the Property subject to the following conditions.

1. All Informational Materials pertaining to the Property, which may be furnished to the Potential Purchaser by Prince, shall continue to be the property of the Owner and Prince. The Informational Materials will be used solely for the purpose of the Potential Purchaser and may not be copied or duplicated without Prince’s written consent and must be returned to Prince immediately upon Prince’s request or when the Potential Purchaser terminates negotiations with respect to the Property.
2. The Informational Materials may be disclosed to the Potential Purchaser’s partners, employees, legal counsel and institutional lenders (“Related Parties”), for the purpose of evaluating the potential purchase of the Property.
3. The Potential Purchaser understands and acknowledges that Prince and the Owner do not make any representations or warranty as to the accuracy or completeness of the Informational Materials and that the information used in the preparation of the Informational Materials was furnished to Prince by others and has not been independently verified by Prince and is not guaranteed as to completeness or accuracy.
4. The Potential Purchaser hereby indemnifies and holds harmless Prince and the Owner and their respective affiliates and successors and assigns against and from any loss, liability or expense, including attorney’s fees, arising out of any breach of any of the terms of this Agreement.
5. The Potential Purchaser acknowledges that the property has been offered for sale subject to withdrawal from the market, change in offering price, prior sale or rejection of any offer because of the terms thereof, lack of satisfactory credit references of any prospective purchaser, or for any other reason whatsoever, without notice. The Potential Purchaser acknowledges that the property is being offered without regard to race, creed, sex, religion, or national origin. Purchaser shall not negotiate directly with the Owner and shall at all times include Prince in the negotiations.