PRINCIPAL NON-DISCLOSURE AGREEMENT

Frascati Centre  

The undersigned has been advised that Eastdil Secured Ireland Limited and Cushman & Wakefiled (collectively, the “Advisor”) has been retained on an exclusive basis by Davy IMRF II LP (“Owner”) with respect to the solicitation of offers for the purchase of Frascati Centre, , a shopping centre with PRS residential units in Dublin, Ireland (the “Property”) (the “Proposed Transaction”). The Owner has indicated that all inquiries and communications with respect to the contemplated sale of the Property be directed to the Advisor. All fees due the Advisor in connection with the sale of the Property shall be paid by the Owner. The undersigned hereby acknowledges that it is a principal or an investment advisor in connection with the possible acquisition of the Property and agrees that it will not look to the Owner or the Advisor for any fees or commissions in connection with the sale of the Property. The undersigned also hereby acknowledges that it has not dealt with any broker, other than the Advisor, regarding the acquisition of the Property. 

The Advisor has available for review certain information (“Confidential Information”) concerning the Property. Confidential Information does not include information that (i) is in the public domain at the time of disclosure or later becomes in the public domain through no fault of the undersigned; or (ii) can be reasonably shown to have been lawfully known by the undersigned prior to disclosure by the Owner and/or the Advisor. On behalf of the Owner, the Advisor may make such Confidential Information available to the undersigned upon execution of this Non-Disclosure Agreement. The Confidential Information is intended solely for the undersigned’s own limited use in considering whether to pursue negotiations to acquire the Property. This is not an agreement to sell the Property or an offer of sale. No agreement binding upon the Owner of the Property, or any of its associated or affiliated companies, shall be deemed to exist, at law or equity, until the Owner of the Property enters into a formal binding agreement of sale. 

The Confidential Information contains brief, selected information pertaining to the business and affairs of the Owner in connection with the Property and the Proposed Transaction, and has been prepared by the Advisor, primarily from information supplied by the Owner or the Owner's agent. It does not purport to be all-inclusive or to contain all the information which a prospective purchaser may desire. Neither Eastdil Secured, nor the Owner make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information and no legal liability is assumed or to be implied with respect thereto. The undersigned agrees that the Confidential Information is available on a non-reliance basis and that the Owner and/or the Advisor shall not be under an obligation to update or correct any inaccuracy in the Confidential Information. 

By executing this Non-Disclosure Agreement you agree that the Confidential Information provided is confidential, that you will hold and treat it in the strictest of confidence, and that you will not disclose or permit anyone else to disclose the Confidential Information to any person, firm or entity without prior written authorization of the Owner and the Advisor. Notwithstanding the foregoing, you may disclose the Confidential Information to your directors, accountants, advisors, partners, employees and legal counsel (“Representatives”) for the purposes of your evaluation of the Proposed Transaction, provided that you shall direct such Representatives to treat the Confidential Information in a manner consistent with your obligations under this agreement and be liable for any failure on their part to do so. You shall not make or permit to be made any commercial use of the Confidential Information or any part thereof for any purpose other than for your evaluation of the Proposed Transaction without prior written consent of the Owner and Advisors. Confidential Information including any intellectual property rights and other rights in the Confidential Information are and shall remain the absolute property of the Disclosing Party and no licence under any trademark, patent, copyright or any other intellectual property right is granted or implied by the disclosure of Confidential Information to you. If any court or governmental authority requires you to disclose any portion of the Confidential Information, you shall, to the extent permitted by law and legal process, (a) provide the Owner with prompt written notice of such requirement and (b) cooperate with the Owner in a commercially reasonable manner in obtaining any protective order or other remedy sought by the Owner with respect to such requirement. If no such protective order or other remedy is obtained, then you may disclose only that portion of the Confidential Information that in the reasonable opinion of your legal counsel is legally required to be disclosed, and you shall exercise all commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. You further agree not to discuss the Proposed Transaction with any tenant, lender, servicer, special servicer, investor, partner or ground lessor of, or agent for, the Property without prior written consent of Owner. Owner expressly reserves the right in its sole discretion to reject any or all proposals or expressions of interest in the Property and to terminate discussions with any party at any time with or without notice. This agreement shall expire after one year. If you do not wish to pursue acquisition negotiations you hereby agree to return the Confidential Information to Eastdil Secured promptly provided that you may retain one copy of the Confidential Information for the purposes of and for so long as is required by any applicable law or regulation, on the condition that such Confidential Information is accessible only to your legal compliance personnel. Money damages may not be a sufficient remedy for the breach of this agreement, and the Owner is entitled to seek specific performance and injunctive relief or other available equitable relief as a remedy for any such breach. This Non-Disclosure Agreement is governed by, and shall be construed in accordance with, the laws of Ireland. You agree that the courts of Ireland have jurisdiction to settle any disputes in connection with this Non-Disclosure Agreement and accordingly submit to the exclusive jurisdiction of the Irish courts and waive any defense of inconvenient forum which may be available.