We agree to the terms set out below in respect of the confidentiality and non-disclosure of the Information (as defined herein) you will be making available to us. We acknowledge that this letter is intended to be legally binding.

Allsop LLP will, on behalf of the Vendors, be providing us and our advisors with access to certain confidential which relates to the above investment portfolio (the “Portfolio”) in connection with its potential sale. This information may be disclosed to us either in writing, orally or by access to computer systems, websites or data, (“the Information”). In consideration of Allsop LLP granting this access to the Information, we agree that:

1. We will keep the Information strictly confidential and will not disclose it to any third party without Allsop LLP’s prior written consent.
2. The Information will only be disclosed (except to the extent required by any court of competent jurisdiction or any competent judicial, governmental, supervisory and regulatory body) to those personnel, associates and advisors who need to know it for the purpose of assessing our interest in making an offer in relation to the portfolio, and then only to the extent reasonably necessary. We will ensure that all personnel, associates and advisors to whom access to the Information is given are aware of its confidentiality and comply with the terms of this letter. We shall notify you of which third parties any Information is disclosed to and shall notify you forthwith if we become aware that an Information has been disclosed to a party not entitled to it under the terms of this letter.
3. The Information disclosed to us will be used solely for the purpose of assessing our interest in making an offer in relation to the Portfolio.
4. Where we make any searches or enquiries of a third party, we shall do so on a confidential basis so far as practicable. We shall not make contact with any of the occupiers or any head landlord of any part of the Portfolio without your prior written consent. We shall not internally inspect any part of the Portfolio without your prior written consent.
5. We will comply with the confidentiality obligations set out herein for a period of one year from the date of disclosure.
6. Upon being requested to do so, we will return erase or destroy the Information disclosed within a reasonable period, and in any event within 5 working days, except where copies need to be retained to comply with legal or regulatory requirements. We shall certify to you in writing that we have taken the action required under this paragraph in writing.
7. The obligations contained above shall not apply to any Information which:
   1. a) is or becomes publicly available otherwise than through a breach of this agreement; and/or
   2. b) is obtained by us from a third party without any obligation of confidentiality.