By clicking on the “I Agree” button below this Agreement, I agree on behalf of the Registrant that the Registrant shall be bound by all terms and conditions of this Agreement.

WHEREAS, SELLER has offered for sale certain loans and real property together with any improvements thereon (“Loans” or “Property’, as applicable). ;

WHEREAS, Interested Party has expressed an interest in evaluating, reviewing, servicing, or purchasing the Loans or Property;

WHEREAS, in consideration of SELLER, its agents and representatives furnishing Interested Party with information regarding the Loans and/or Property, which information is non-public, confidential, or proprietary in nature, Interested Party agrees to make certain agreements regarding such information, as well as all notes, mortgages, analyses, compilations, studies, or other documents, whether prepared by Interested Party or others, which contain or otherwise reflect such information (such information, and such documents, are collectively herein referred to as the “Evaluation Material”).

NOW, THEREFORE, in consideration of the promises and mutual covenants set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, SELLER and Interested Party enter into this Agreement:

Section 1. Term. This Agreement shall become effective as of the date first written above, and shall terminate only upon consummation of a purchase and sale transaction relating to the Loans and/or Property, resulting in SELLER’s conveyance of the Property to a purchaser wherein SELLER is no longer the recorded title holder of the Property or assignment of interest in the Loans by SELLER to a purchaser.

Section 2. Limitation on Use. Interested Party shall use the Evaluation Material solely for the purpose of evaluating, reviewing, or servicing the Loans or Property, evaluating the value of the Loans and/or the suitability of the Property for purchase, or the preparation of a bid for purchase of the Loans or Property, and for no other purpose.

Section 3. Limited Access. Without the prior, written consent of SELLER, to be granted or withheld in SELLER’s sole discretion, Interested Party shall not disseminate or divulge the Evaluation Material to any person or entity, other than as set forth below. Interested Party shall limit access to the Evaluation Material to such persons or entities who have a need to know the information contained in the Evaluation Material for the purpose of evaluating, reviewing or servicing the Loans or Property, or for the purpose of advising Interested Party on the value of the Loans or suitability of the Property for purchase (including, without limitation, any prospective institutional lender from whom Interested Party may seek financing for the purchase) and assisting Interested Party in the preparation of a bid for the purchase of the Loans or Property. Interested Party shall keep a record of the recipients of the Evaluation Materials. Interested Party shall be responsible for any breach of the Agreement by its partners, directors, officers, employees, agents, representatives, affiliates, successors, or assigns. Without the prior written consent of SELLER, which consent may be withheld in its sole discretion, Interested Party shall not directly or indirectly, contact, seek, or attempt to seek any information from any person other than SELLER regarding the Evaluation Material.

Section 4. Confidentiality. Interested Party agrees that Interested Party shall ensure that all persons or entities to whom it discloses the Evaluation Material shall keep the Evaluation Material confidential. This Agreement shall be inoperative as to particular portions of the Evaluation Material if such information (i) becomes generally available for the public other than as a result of a disclosure by Interested Party, its partners, directors, officers, employees, agents, representatives, affiliates, successors or assigns; (ii) was available to Interested Party on a non-confidential basis prior to its disclosure to Interested Party by SELLER; (iii) becomes available to Interested Party on a non-confidential basis from a source other than SELLER which source, insofar as is known to Interested Party after reasonable inquiry, is not prohibited from making the disclosure to Interested Party; or (iv) is independently developed by Interested Party without use of the Evaluation Material.

Section 5. Return of Documents. Unless otherwise directed by SELLER, Interested Party shall return and ensure that all persons or entities to whom it has disclosed the Evaluation Material shall return all copies of the Evaluation Material (whether prepared by Interested Party or others) to SELLER, upon the earliest of: (1) the fifth (5th) business day after receipt by Interested Party of notice from SELLER that SELLER has not accepted Interested Party’s bid to purchase the Loans or Property; (2) the sixtieth (60th) day following the submission by Interested Party of its bid, whether of not Interested Party has received any notice from SELLER regarding such bid; or (3) Interested Party has completed its evaluating, reviewing or servicing of the Loans and/or Property. Interested Party will inform SELLER immediately of any improper disclosure of any of the Evaluation Material, and of any breach of any provision of this Agreement, which may come to Interested Party’s attention. . The return of all Evaluation Material to SELLER, as required by this Section 5, shall not relieve Interested Party of its obligations created by this Agreement regarding confidentiality and use of the Evaluation Material.

Section 6. Other Disclosure. To the extent that Interested Party is required to disclose the Evaluation Material pursuant to the requirements of any legal proceeding, Interested Party shall notify SELLER within one (1) business day of its knowledge of such legally required disclosure so that SELLER may seek an appropriate protective order and/or waive the Interested Party’s compliance with this Agreement. Notice shall be both by telephone and in writing. In the absence of a protective order or waiver, Interested Party may disclose that portion of the Evaluation Material which is required to be disclosed pursuant to such legal proceeding if, in the written opinion of its counsel, failure to disclose such Evaluation Material in any tribunal would subject Interested Party to liability for contempt, censure or other legal penalty or liability.

Section 7. Liability. If SELLER determines that Interested Party has breached any provision of this Agreement, SELLER may in its sole discretion, exercise any of all legal or equitable rights or remedies to which SELLER is entitled on account of Interested Party’s breach. SELLER shall not be deemed to have waived any of its rights or remedies on account of its failure, delay or forbearance in exercising any such right or remedy in a particular instance.

Section 8. Indemnification. Interested Party shall defend, indemnify and hold harmless SELLER from and against any and all claims, demands, causes of action, losses, damages, liabilities, judgments, costs, and expenses (including attorneys’ fees) asserted against or incurred by SELLER as a result of any violation of, or failure to comply with, the provisions of this Agreement by Interested Party or any person or entity to whom it has disclosed the Evaluation Material.

Section 9. Release of SELLER. Interested Party acknowledges and understands that some or all of the Evaluation Material may have been prepared by parties other than SELLER, and further acknowledges and understands that SELLER expressly disclaims all representations and warranties either express or implied, including, but not limited to any implied warranty of merchantability or fitness for a particular purpose, and any warranty with respect to the content, completeness or accuracy of the Evaluation Material. Interested Party is responsible for assuring itself as to the content, completeness, or accuracy of the Evaluation Material, and any reliance on the Evaluation Material shall be solely at Interested Party’s risk. Interested Party hereby releases SELLER, its officers, directors, employees, contractors and agents, from all claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys’ fees) asserted against or incurred by Interested Party by reason of Interested Party’s reliance on or knowledge of the Evaluation Material or by any other reason.

Section 10. Effect of Invalid Provision. The invalidity or unenforceability of any provision of this Agreement shall not affect or limit the validity or enforceability of any other provision hereof and such invalid or unenforceable provision shall be construed or deemed amended by the parties only to the extent necessary to make it valid and enforceable.

Section 11. Miscellaneous. This Agreement represents the entire agreement between the Interested Party and SELLER relating to the receipt, use, and disclosure of the Evaluation Material, and may be amended only by written agreement of the parties hereto. This Agreement shall apply to and be binding upon Interested Party and its partners, directors, officers, employees, agents, representatives, affiliates, successors and assigns. The representative(s) signing this Agreement on behalf of the Interested Party represents that he or she is fully authorized to enter into the terms and conditions of this Agreement and to bind legally Interested Party. The construction, interpretation, and performance of this Agreement shall be governed by the laws of the State of Florida without regard to conflicts of law principles thereof. Notices under this Agreement shall be addressed to the parties at the following addresses: