The Director agrees to sign and abide by the Company’s Director Proprietary Information Agreement attached hereto as [Exhibit A] (the “Proprietary Information Agreement”).

In addition, Director understands that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of Director’s association and thereafter, Director will hold Third Party Information in the strictest confidence and will not disclose or use Third Party Information, except in connection with Director’s performing requested Services for the Company.

Use of Information. The Agent may not use any information gained in connection with this Agreement and the transactions contemplated by this Agreement, including due diligence, to advise any party with respect to transactions unless expressly approved by the Company.

Use of Information. The Company authorizes the Agents to transmit to the prospective investors of Securities the Company’s power point presentation prepared by the Company and private placement memorandum (if any, and if prepared by the Company) (the “Presentation Materials”). The Company represents and warrants that the Presentation Materials # will be prepared by the management of the Company; and # will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Company will advise the Agents promptly if it becomes aware of the occurrence of any event or any other change known to the Company which results in the Presentation Materials containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein or previously made, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, if the Agents or any Sub Agent elects to not transmit Presentation Materials to prospective investors, the Agents or such Sub Agent shall direct qualified prospective investors to an electronic data room in which the Company makes available the Presentation Materials for review by qualified prospective investors.

​, each ​ and each Transferee shall hold all non-public information obtained by ​, such ​ or such Transferee pursuant to the requirements of this Agreement in accordance with ​'s, such ​'s and such Transferee's customary procedures for handling confidential information of this nature; provided, however, ​, each ​ and each Transferee may disclose such confidential information # to its examiners, Affiliates, outside auditors, counsel and other professional advisors, # to ​, any ​ or to any prospective Transferees provided that such Transferees are bound by the provisions of this [Section 16.15], and # as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that # unless specifically prohibited by Applicable Law, ​, each ​ and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Loan Party of the applicable request for disclosure of such non-public information # by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a ​ or a Transferee by such Governmental Body) or # pursuant to legal process and # in no event shall ​, any ​ or any Transferee be obligated to return any materials furnished by any Loan Party other than those documents and instruments in possession of ​ or any ​ in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Loan Party or one or more of its Affiliates (in connection with this Agreement or otherwise) by any ​ or by one or more Subsidiaries or Affiliates of such ​ and each Loan Party hereby authorizes each ​ to share any information delivered to such ​ by such Loan Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such ​ to enter into this Agreement, to any such Subsidiary or Affiliate of such ​, it being understood that any such Subsidiary or Affiliate of any ​ receiving such information shall be bound by the provisions of this [Section 16.15] as if it were a ​ hereunder.

Each Bank acknowledges that some of the information furnished to such Bank pursuant to this Agreement may be received by such Bank prior to the time such information shall have been made public, and each Bank agrees that it will keep all such non-public information so furnished confidential and shall make no use of such non-public information until it shall have become public, except # in connection with matters involving operations under or enforcement of this Agreement or the Notes, # in accordance with each Bank’s obligations under law or regulation or pursuant to subpoenas or other process to make information available to governmental or regulatory agencies and examiners or to others, # to each Bank’s Affiliates, employees, agents, directors, officers and representatives (including accountants, legal counsel and other advisors) to the extent such Persons are informed of the confidential nature of such information and are instructed to keep such information confidential, # to Transferees and prospective Transferees and to direct or indirect counterparties in connection with swaps or derivatives so long as such Persons agree to be bound by confidentiality provisions substantially the same as this ​, # with the prior written consent of ​, # to the Agent, any other Bank or Affiliate thereof (to the extent such Affiliates are informed of the confidential nature of such information and are instructed to keep such information confidential), # if requested or required to do so in connection with any litigation or similar proceeding (in which case such Bank shall promptly notify ​, in advance, to the extent practicable and permitted by law or regulation), # that has been publicly disclosed other than by reason of disclosure by such Bank or its Affiliates, officer, directors, employees, agents or representatives in breach of this ​, # in connection with the exercise of any remedy hereunder or under any other Loan Document, # to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to ​ received by it from the Agent or any Bank, # on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans or # to market data collectors or similar service providers to the lending industry and service providers to the Administrative Agent and ​ in connection with the administration and management of the Loan Documents.

Proprietary Information; Confidentiality. ​ acknowledges that the Property Documents are proprietary and confidential and will be delivered to ​ solely to assist ​ in determining the feasibility of purchasing the Properties. ​ shall not use the Property Documents for any purpose other than as set forth in the preceding sentence and, except as may be required by applicable Law, 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 determining the feasibility of ​’s acquisition of the Properties and who have agreed to preserve the confidentiality of such information as required hereby, including without limitation ​'s attorneys, accountants, and insurance advisors (collectively, “Permitted Outside Parties”); provided, however, ​ shall disclose only such information to a particular Permitted Outside Party as is reasonably necessary for that Permitted Outside Party to perform its role in assisting ​ 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 ​'s receipt of a written request from ​, ​ shall deliver to ​ a list of all parties to whom ​ has provided any Property Documents or any information taken from the Property Documents. ​ 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 4.8]. In permitting ​ to review the Property Documents and any other information, ​ 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. The provisions of this [Section 4.8] shall survive the termination of this Agreement.

Use of Director’s Name. To facilitate successful marketing, financing and development of the Company, Director agrees to allow the Company to use Director’s name and biographical information in connection with its marketing, financial and strategic ventures.

Recognition of Company’s Rights; Nondisclosure. Director agrees that, at all times during the term of Director’s association with the Company and thereafter, Director will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (as defined below), except to the extent such disclosure, use or publication may be required in direct connection with Director’s performing requested Services for the Company or is expressly authorized in writing by an officer of the Company. The term “Proprietary Information” shall mean any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of the Company, including without limitation, information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, and information regarding the skills and compensation of employees, consultants or other advisors of the Company. The term “Proprietary Information” does not include information that # is or becomes generally available to the public other than by disclosure in violation of this Agreement, # was within Director’s possession prior to being furnished to Director by the Company, as shown by written records, # becomes available to Director on a nonconfidential basis without breach of any confidentiality obligation to the Company, or # was independently developed by Director or obtained from a third party, in each case, without breach of any confidentiality obligation to the Company and without reference to the information provided by the Company, as shown by written records.

Confidentiality and Limitations on Use. Each Recipient agrees that it shall # not disclose the Discloser’s Confidential Information to any Third Party, # take reasonable precautions to prevent disclosure of such Confidential Information to Third Parties, and # not use the Discloser’s Confidential Information except as contemplated by this Agreement. Each Recipient shall be responsible for any breach by its Affiliates, directors, officers, employees, consultants, contractors, advisors, or service providers (collectively, “Representatives”) of the confidentiality obligations and limitations on use contained herein, which shall be considered a breach by Recipient.