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Confidentiality Agreement

You (the "Cooperating Broker") have advised QUANTUM REAL ESTATE ADVISORS, INC. (“QREA”) that you wish to register your client with respect to the potential purchase of Property, (“Property”) which QREA has been retained on an exclusive basis by the Owner with respect to the offering for sale of the Property. The Owner has indicated that all initial inquiries and communications with respect to the contemplated sale of such Property be directed to QREA.

QREA and Owner have available for review certain information concerning the Property which includes brochures and other materials (collectively, the "Informational Materials"). QREA and the Owner will not make such Informational Materials available to the Cooperating Broker and/or the Registered Potential Purchaser (as defined below) unless and until the Cooperating Broker and the Registered Potential Purchaser have executed this Cooperating Broker and Potential Purchaser's Confidentiality and Registration Agreement (this “Agreement”). QREA and Owner are prepared to consider the Cooperating Broker's registration of the undersigned Registered Potential Purchaser. Upon QREA's receipt of this fully executed Agreement, QREA and the Owner will provide the Informational Materials for the Registered Potential Purchaser's consideration in connection with the possible purchase of the Property subject to and in accordance with the terms and conditions outlined herein. The Cooperating Broker and the Registered Potential Purchaser agree as follows:

1. The Cooperating Broker and the Registered Potential Purchaser acknowledge that (a) the Informational Materials are intended solely for the Registered Potential Purchaser's limited use in considering whether to pursue negotiations to acquire the Property and (b) the Informational Materials are proprietary information maintained by Owner and constitute information that Owner has an interest in maintaining in a strictly confidential manner. All Informational Materials relating to the Property which may be furnished to the Cooperating Broker and the Registered Potential Purchaser by QREA or Owner shall at all times continue to be the property of the Owner and QREA. No part of the Informational Materials will be duplicated without the consent of the Owner and QREA or delivered to any other third party potential purchaser. The Cooperating Broker and the Registered Potential Purchaser agree, upon Owner's request for any reason, to promptly return to the Owner, or certify the destruction of, all written and tangible Informational Material and Related Information (as hereafter defined).
2. By executing this Agreement, Cooperating Broker and the Registered Potential Purchaser acknowledge that the Informational Materials are confidential and agree that they will hold and treat in the strictest of confidence (a) the fact that the Property is being marketed for sale and (b) the Informational Materials, together with any notes, analyses, compilations, studies, interpretations or other documents, or records prepared by the Owner, QREA, the Registered Potential Purchaser or any other person which contain, reflect or are generated from such Informational Materials (the "Related Information;" together with the Informational Materials, the "Information"). The Cooperating Broker and the Registered Potential Purchaser further agree that they will not disclose or permit anyone else to disclose the Information to any person, firm or entity without prior authorization of the Owner and QREA, except that the Information may be disclosed by the Registered Potential Purchaser to its partners, employees, legal counsel, lenders and consultants (the "Related Parties"). The Related Parties shall be informed by the Cooperating Broker and the Registered Potential Purchaser of the confidential nature of the Information and shall be instructed that they must agree to keep all Information strictly confidential in accordance with this Agreement.
3. The Registered Potential Purchaser represents and warrants that it has not had any agency relationship or discussion regarding the Property with any real estate broker or agent other than QREA and the Cooperating Broker and that the Registered Potential Purchaser has not been introduced to or viewed the Property with any other real estate broker or agent other than Cooperating Broker. Cooperating Broker represents and warrants that it has not had any discussion regarding the Property with any broker or agent other than QREA. The Registered Potential Purchaser authorizes the Cooperating Broker to represent it as its broker with respect to the purchase of the Property. The Registered Potential Purchaser agrees to pay any fee, commission or other compensation to which Cooperating Broker may be entitled in connection with the Property. If QREA agrees to pay a cooperation fee to Cooperating Broker, no further compensation may be owed to Cooperating Broker by Registered Potential Purchaser. Both Cooperating Broker and the Registered Potential Purchaser acknowledge that neither QREA nor Owner have any obligation, and both Cooperating Broker and the Registered Potential Purchaser agree that they will not look to QREA or the Owner, for any fee, commission or compensation in connection with the proposed transaction. Cooperating Broker further agrees it will not discuss the Property with any other party other than the Registered Potential Purchaser and that it will not distribute the Information or excerpts to any other party. Cooperating Broker shall have no and waives all broker's liens upon or other interest in the Property, which arise now or in the future, on the account of this Agreement or the failure of Registered Potential Purchaser to perform any of its obligations to Cooperating Broker. Cooperating Broker agrees to immediately execute and deliver to Owner any other instruments that may be reasonably required to formally reflect the foregoing lien waiver upon demand of QREA or Owner.
4. The Cooperating Broker represents and conveys that it is, and at the time of the consummation of any sale of the Property to the Registered Potential Purchaser, will be a duly licensed real estate broker.
5. The Registered Potential Purchaser and Cooperating Broker both acknowledge and agree that QREA and the Owner have not made, and shall not be deemed to have made, any representation or warranty, expressed or implied, as to the accuracy or completeness of the Information. Both the Registered Potential Purchaser and Cooperating Broker agree that neither QREA nor the Owner shall have any liability to Registered Potential Purchaser, Cooperating Broker or any other party that may be based on errors in or omissions from the Information that may otherwise result from the use of or reliance on the Information Cooperating Broker and Registered Potential Purchaser shall conduct their own independent investigation of the Property. The Cooperating Broker and the Registered Potential Purchaser agree that, without the prior written consent of the Owner, they will not communicate with any tenant, property manager, lender or any other person having a contractual relationship with Owner or having responsibilities with respect to the Property and/or the improvements located on the Property.
6. The Cooperating Broker and the Registered Potential Purchaser hereby agree to compensate, indemnify and to save harmless QREA and the Owner and their respective affiliates, successors and assigns against and from any loss, liability or expense, including reasonable attorney's fees, arising out of the following: (1) any breach of any of the terms of this Agreement by Cooperating Broker, the Registered Potential Purchaser, the Related Parties or their respective officers, employees, advisors, counsel or agents, including without limitation any disclosure of the Information or Information Materials contrary to the terms hereof, and (2) any claim or claims by any broker, finder or other party (excluding QREA) for commissions, fees and other compensation based in whole or in part on dealings such broker, finder or other party may have had with the Cooperating Broker, the Registered Potential Purchaser or any Related Party in connection with the sale or proposed sale of the Property.
7. The Cooperating Broker and the Registered Potential Purchaser acknowledge 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 Registered Potential Purchaser, or for any other reason whatsoever, without notice. Cooperating Broker and the Registered Potential Purchaser acknowledge that the Property is being offered without regard to race, color, creed, sex, religion or national origin or any other protected class under Federal, state and local statutes or ordinances.
8. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and that any dispute or claim shall be resolved in any court of competent jurisdiction in Cook County, Illinois. Without limiting any remedies available to the Owner and QREA, the Cooperating Broker and the Registered Potential Purchaser agree that in addition to monetary damages for breach of this Agreement the Owner and QREA shall be entitled to injunctive relief without bond, to ensure the performance of the letter and spirit of this Agreement. Cooperating Broker and Registered Potential Purchaser acknowledge that the Owner's and QREA’s remedies at law are insufficient and that irreparable injury will result from any breach of this Agreement.

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