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Purchaser or its Representatives or (iii) becomes available to Prospective Purchaser on a non-confidential basis prior to its
disclosure by Prospective Purchaser or its Representatives when such source is entitled to make such disclosure.
4. The Prospective Purchaser and Broker hereby agree and confirm that the subject matter of this Agreement is unique, and that it
may be impossible to measure the damages which would result to the Owner from violations by the Prospective Purchaser or
Broker of the various agreements and covenants set forth herein. Accordingly, in addition to any other remedies which the Owner
may have at law or in equity, the Prospective Purchaser and Broker hereby agree that the Owner shall have the right to have all
obligations, undertakings, agreements, covenants and other provisions of this Agreement specifically performed by the
Prospective Purchaser and Broker, and that the Owner shall have the right to obtain preliminary and permanent injunctive relief to
secure specific performance, and to prevent a breach or contemplated breach, of this Agreement, without, in any case, proof of
actual damages.
In the event that an action is brought to enforce rights hereunder, the non-prevailing party shall indemnify and hold harmless the
prevailing party from and against any actual and direct costs and expenses (including reasonable attorneys' fees and other charges)
incurred by the prevailing party in connection with such action.
5. Nothing in this Agreement shall be construed as an agreement or obligation on the part of Owner to sell, or the Prospective
Purchaser to purchase, any interest in the Property on any terms.
6. Prospective Purchaser has been advised that CB Richard Ellis is acting on behalf of Owner as exclusive broker in connection with
the proposed sale of the Property, and Owner has agreed to pay a commission to CB Richard Ellis upon a sale of the Property in
accordance with a separate agreement between Owner and CB Richard Ellis. Owner shall have no obligation or liability
whatsoever for any commission, fee or compensation to Broker in connection with the sale of the Property. Broker, as procuring
agent for Prospective Purchaser, shall receive its compensation exclusively from Prospective Purchaser. Broker and Prospective
Purchaser agree to indemnify and hold harmless CB Richard Ellis and Owner, their respective affiliates, partners, subsidiaries,
employees, officers and directors against and from any loss, liability or expense, including reasonable attorney's fees arising out
of any claim or claims by any broker, finder or similar agent (including but not limited to Broker) for commissions, fees or other
compensation for bringing about the sale(s) of the Property to Prospective Purchaser if such claim or claims are based in whole or
in part on dealings with Broker, Prospective Purchaser or any of its representatives; provided, however, the foregoing indemnity
agreement by Broker does not extend to any claims of Broker against CB Richard Ellis for non-payment of the Broker's share of
the CB Richard Ellis' commission to be paid to Broker pursuant to the separate written agreement between Broker and CB
Richard Ellis, if any.
7. In the event of any legal action or proceeding or asserted requirement under applicable law or governmental regulations calling
for disclosure of confidential information furnished hereunder, the Prospective Purchaser shall forthwith notify the Owner or CB
Richard Ellis and, upon request of the Owner, shall cooperate reasonably with the Owner in contesting such disclosure at the
expense of the Owner. Except in connection with any failure to discharge the Prospective Purchaser's or Broker's responsibilities
under the preceding sentence, the Prospective Purchaser and Broker shall not be liable to the Owner in damages for any disclosure
pursuant to court order or other legal process or pursuant to applicable law or governmental regulation.
CB Richard Ellis, Inc.
Lewis C. Miller
Senior Vice President
ACCEPTED AND AGREED TO
THIS _______________ DAY OF _______________________________, 2010
PROSPECTIVE PURCHASER:
BROKER:
By:
Name:
Title:
By:
Name:
Title: