CONFIDENTIALITY AGREEMENT

PROPERTY: MERIDIAN BEHAVIORAL HEALTH PORTFOLIO

Transwestern Property Company West, Inc., DBA Transwestern (“TW”) is representing the Ownership (the “Owner”) with respect to the offering for sale of MERIDIAN BEHAVIORAL HEALTH PORTFOLIO (the “Property”). The Owner has indicated that all inquiries and communications with respect to the contemplated sale of such Property be directed to (“TW”). Commission will be covered under a separate agreement.

(“TW”) has available and has been authorized by Owner, to provide to Purchaser, its consultants and broker, for review certain information concerning the Property which includes brochures and other materials (collectively “Informational Materials”). The Potential Purchaser (“__________”) and their representative Consultants and or Broker (“_________”) agree by execution of this document not to not disclose the contents such Informational Materials to other parties without the written consent of Owner. Upon (“TW”)’s receipt of this executed agreement, (“TW”) is prepared to provide the Informational Materials for the Potential Purchaser’s consideration in connection with the possible purchase of the Property subject to the following conditions.

1. All Informational Materials pertaining to the Property which may be furnished to the Potential Purchaser by (“TW”) are confidential and shall continue to be the property of the Owner and (“TW”). The Informational Materials will be used solely for the purpose of the Potential Purchaser and may not be copied or duplicated without (“TW”)’s written consent and must be returned to (“TW”) immediately upon (“TW”)’s request, or when the Potential Purchaser terminates negotiations with respect to the Property. Potential Purchaser shall have no contact with any of the tenants or government authorities without prior written consent from the Owner.

2. The Informational Materials may not be disclosed to anyone other than the Potential Purchaser’s partners, employees, legal counsel and institutional lenders (“Related Parties”), for the purpose of evaluating the potential purchase of the Property. Such Related Parties shall be informed by the Potential Purchaser of the confidential nature of the Informational Materials and shall be directed to treat the same with strict confidence.

3. The Potential Purchaser understands and acknowledges that (“TW”) and the Owner do not make any representations or warranty as to the accuracy or completeness of the Informational Materials and that the information used in the preparation of the Informational Materials was furnished to (“TW”) by others and has not been independently verified by (“TW”) and is not guaranteed as to completeness or accuracy.

4. The Potential Purchaser hereby indemnifies and holds harmless (“TW”) and the Owner and their respective affiliates and successors and assigns against and from any damage, loss, liability or expense, including attorney’s fees, arising out of any breach of any of the terms of this Agreement.

5. The Potential Purchaser acknowledges that the Property has been offered for sale subject to withdrawal from the market, change in offering price, prior sale or rejection of any offer because of the terms thereof, lack of satisfactory credit references of any prospective purchaser, or for any other reason whatsoever, without notice. The Potential Purchaser acknowledges that the Property is being offered without regard to race, creed, sex, religion, or national origin. This agreement terminates one (1) year from the date hereof except as to written claims by Owner against Potential Purchaser prior thereto.​

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