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The undersigned has been advised that GVA Kidder Mathews ("GVAKM") has been retained on an exclusive basis with respect to the sale of Property. The properry owner has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to GVAKM.

GVAKM has available for review certain information ("Confidential Information") concerning Property. On behalf of Owner, GVAKM may make such Confidential Information available to the undersigned upon execution of this Confidentiality Agreement. The Confidential Information is intended solely for your own limited use in considering whether to pursue negotiations to invest in Property. This is not an agreement to sell the Property, nor an offer of sale. No agreement binding upon Owner of Property, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until Owner of Property enters into a formal binding agreement of sale.

The Confidential Information contains brief, selected information pertaining to the business and affairs of Owner, and has been prepared by GVAKM, primarily from information supplied by Owner. It does not purport to be all-inclusive or to contain all the information which a prospective purchaser may desire. Neither GVAKM nor Owner make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and no legal liability is assumed or to be implied with respect thereto.

By executing this Confidentiality Agreement you agree that the Confidential Information provided is confidential, that you will hold and treat it in the strictest of confidence, and that you will not disclose or permit anyone else to disclose the Confidential Information to any person, firm, or entity without prior written authorization of Owner or GVAKM, except that the information may be disclosed to your partners, employees, legal counsel, and lenders, or pursuant to a court order. Owner expressly reserves the right in its sole discretion to reject any or all proposals or expressions of interest in Property and to terminate discussions with any party at any time with or without notice. The undersigned hereby agrees to return the Confidential Information to GVAKM immediately if negotiations are not pursued or upon cessation of any negotiations or demand by GVAKM.

The undersigned parties hereby acknowledge that they have not dealt with any broker other than GVAKM regarding the acquisition of Property, or if they have, the undersigned parties hereby agree to indemnify Owner and GVAKM against any compensation, liability, or expense arising from claims by any other broker or other party (excluding GVAKM) in connection with the sale of Property. In the event that a sales transaction closes between Seller and Reviewing Entity, then Seller shall pay to Buyer's Broker / Selling Office, a commission of 1.5% of the selling price.

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