Hilton Garden Inn Beaufort

This Confidentiality Agreement (the "Agreement"), effective as of _________________, 2024(the "Effective Date"), is by ________________________, a _________________________ (the"Recipient") for the benefit of MCR Investors LLC, a Delaware limited liability company (together with itsaffiliates, the "Disclosing Party").WHEREAS, in connection with the Recipient's consideration of a possible acquisition (the"Transaction") of the hotel identified on Exhibit A hereto (the "Hotel"), the Recipient has requestedcertain information concerning the Hotel which is non-public, confidential, or proprietary in nature; andWHEREAS, the Disclosing Party wishes to protect and preserve the confidentiality of suchinformation.NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forthherein, and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Recipient hereby agrees as follows:1. For purposes of this Agreement, the following terms have the following meanings:(a) "Evaluation Material" means all information, data, documents, agreements, files andother materials, whether disclosed orally or disclosed or stored in written, electronic or other form ormedia, which is obtained from or disclosed by the Disclosing Party or its Representatives before or afterthe date hereof regarding the Hotel, including, without limitation, all analyses, compilations, reports,forecasts, studies, samples and other documents prepared by or for the Recipient which contain orotherwise reflect or are generated from such information, data, documents, agreements, files or othermaterials. The term "Evaluation Material" as used herein does not include information that: (i) at the timeof disclosure or thereafter is generally available to and known by the public (other than as a result of itsdisclosure directly or indirectly by the Recipient or its Representatives in violation of this Agreement); (ii)was available to the Recipient from a source other than the Disclosing Party or its Representatives,provided that such source, to Recipient's knowledge after reasonable inquiry, is not and was not bound bya confidentiality agreement regarding the Hotel; or (iii) has been independently acquired or developed bythe Recipient without violating any of its obligations under this Agreement.(b) “Proprietary Material” shall mean all information concerning Disclosing Party’s and itsaffiliates’ business, operations, financial position, forecasts, strategies, marketing plans, product plans,product services, customers, markets, surveys, questionnaires, inventions, software, patents and otherintellectual property, trade secrets and technical or proprietary data and methods used or developed andany written or oral plans, lists or other documentation regardless of how memorialized or communicated(including oral, written or electronic communications) by Disclosing Party, whether furnished before orafter the date hereof, whether prepared by Disclosing Party, its Representatives (as defined below), orotherwise (including any reports, analyses, summaries, interpretations, financial statements, memoranda,notes, studies or any other written or electronic materials prepared by or for Recipient or itsRepresentatives that contain, reflect, or are based on or generated from such information), and whetheror not marked as being confidential. All such information shall be deemed to be Proprietary, regardless ofwhether the same is delivered as part of the Evaluation Material.2(c) "Person" means any individual, partnership (whether general or limited), limited liabilitycorporation, association, trust, members of joint venture entities or other entity.(d) "Representatives" means, as to any Person, such Person's affiliates, and, on a need toknow basis only, its and their respective directors, officers, employees, managing members, generalpartners, financing sources, agents and consultants (including attorneys, financial advisors andaccountants). Recipient acknowledges that it will be responsible for any breach of this Agreement by anyof its Representatives.Other terms not specifically defined in this Section 1 shall have the meanings given themelsewhere in this Agreement.2. The Recipient shall keep the Evaluation Material and the Proprietary Material strictly confidentialand shall not use the Evaluation Material or the Proprietary Material for any purpose other than toevaluate, negotiate and consummate the Transaction. The Recipient shall not disclose or permit itsRepresentatives to disclose any Evaluation Material or Proprietary Material except: (a) if required by law,regulation or legal or regulatory process, but only in accordance with Section 5 , (b) to its Representatives,to the extent necessary to permit such Representatives to assist the Recipient in evaluating, negotiatingand consummating the Transaction; provided, that the Recipient shall require each such Representative tobe bound by the terms of this Agreement to the same extent as if they were parties hereto and theRecipient shall be responsible for any breach of this Agreement by any of its Representatives.3. Except for such disclosure as is necessary not to be in violation of any applicable law, regulation,order or other similar requirement of any governmental, regulatory or supervisory authority, theRecipient shall not, and shall not permit any of its Representatives to, without the prior written consent ofthe Disclosing Party, disclose to any person: (a) the fact that the Evaluation Material or the ProprietaryMaterial has been made available to or that it has received or inspected any portion of the EvaluationMaterial or Proprietary Material, (b) the existence or contents of this Agreement, (c) the fact thatinvestigations, discussions or negotiations are taking or have taken place concerning the Transaction,including the status thereof or (d) any terms, conditions or other matters relating to the Transaction.4. The Recipient understands and agrees that neither the Disclosing Party, the Hotel or any of theirrespective Representatives: (a) have made or make any representation or warranty hereunder, expressedor implied, as to the accuracy or completeness of the Evaluation Material or Proprietary Material or (b)shall have any liability hereunder to the Recipient or its Representatives relating to or resulting from theuse of the Evaluation Material or Proprietary Material or any errors therein or omissions therefrom.Unless and until a definitive agreement between the Disclosing Party and Recipient has been executedand delivered with respect to the Transaction, neither the Hotel or the Disclosing Party will be under anylegal obligation of any kind whatsoever with respect to the Transaction, including any obligation to (i)consummate a Transaction, (ii) conduct or continue discussions or negotiations or (iii) enter into ornegotiate a definitive agreement. The Disclosing Party reserves the right, in its sole discretion, to rejectany and all proposals made by the Recipient or on its behalf with regard to the Transaction, to terminatediscussions and negotiations with the Recipient at any time and to enter into any agreement with anyother Person without notice to the Recipient or any of its Representatives, at any time and for any reasonor no reason.5. If the Recipient or any of its Representatives is required, on the advice of the Recipient's counsel,to disclose any Evaluation Material or Proprietary Material, by law, regulation or legal or regulatoryprocess, the Recipient shall (a) take all reasonable steps to preserve the privileged nature andconfidentiality of the Evaluation Material or Proprietary Material, including requesting that the EvaluationMaterial or Proprietary Material not be disclosed to non-parties or the public; (b) give the Disclosing Partyprompt prior written notice of such request or requirement (if legally permitted) so that the DisclosingParty may seek, at its sole cost and expense, an appropriate protective order or other remedy; and (c)3cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, to obtain suchprotective order. In the event that such protective order or other remedy is not obtained, the Recipient(or such other persons to whom such request is directed) will furnish only that portion of the EvaluationMaterial or Proprietary Material which, on the advice of the Recipient's counsel, is legally required to bedisclosed and, upon the Disclosing Party's request, use its reasonable best efforts to obtain assurancesthat confidential treatment will be accorded to such information.6.  (a) The Recipient hereby represents and warrants that the Recipient is not acting as abroker for or Representative of any other Person in connection with the Transaction and is consideringthe Transaction only for its own account.(b) The Recipient agrees that it will not, and will direct its Representatives not to, discussthe Evaluation Material, Proprietary Material, the Hotel or the Transaction with any tenant, lender,servicer, special servicer, investor, partner, or agent for, the Hotel without prior written consent of theDisclosing Party.7. At any time upon the Disclosing Party's written request, the Recipient shall (subject to applicablelaw and regulation) promptly, and in any event no later than ten business days after the request, return allEvaluation Material and Proprietary Material (including all copies, extracts or other reproductions) to theDisclosing Party or certify in writing to the Disclosing Party that such Evaluation Material and ProprietaryMaterial (including any Evaluation Material or Proprietary Material held electronically, except for anyelectronic copies made pursuant to automatic backup processes that are not accessible to users in theordinary course of business) has been destroyed. Notwithstanding the return or destruction of EvaluationMaterial and Proprietary Material, the Recipient and its Representatives shall continue to be bound bytheir obligations of confidentiality and other obligations hereunder.8. Except with the express permission of the Disclosing Party, the Recipient agrees that for a periodof one (1) year from the Effective Date, neither the Recipient nor any of its affiliates that receiveEvaluation Material or Proprietary Material, nor any of its or such affiliates’ respective Representatives (tothe extent acting on behalf of or at the direction of Recipient or such affiliate) will directly or indirectlysolicit or hire any officer, director, or employee of the Disclosing Party, the Hotel or any of its respectivesubsidiaries, except pursuant to a general solicitation which is not directed specifically to any suchemployees.9. Recipient acknowledges and agrees that money damages would not be a sufficient remedy forany breach of this Agreement by the Recipient and that in addition to all other remedies it may be entitledto, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitablerelief as a remedy for any such breach.10. To the extent that any Evaluation Material or Proprietary Material includes materials subject tothe attorney-client privilege, neither the Hotel or the Disclosing Party is waiving, and shall not be deemedto have waived or diminished, its attorney work-product protections, attorney-client privileges or similarprotections and privileges as a result of disclosing any Evaluation Material or Proprietary Material(including Evaluation Material or Proprietary Material related to pending or threatened litigation) to theRecipient or any of its Representatives.11. This Agreement shall continue for a period of one (1) year after the Effective Date.12. The terms of this Agreement shall control over any additional purported confidentialityrequirements imposed by any web-based database or similar repository of Evaluation Material orProprietary Material to which the Recipient or any of its Representatives is granted access in connection4with the evaluation, negotiation or consummation of the Transaction, notwithstanding acceptance of suchan offering memorandum or submission of an electronic signature, "clicking" on an "I Agree" icon or otherindication of assent to such additional confidentiality conditions, it being understood and agreed that itsconfidentiality obligations with respect to Evaluation Material and Proprietary Material are exclusivelygoverned by this Agreement and may not be enlarged except by a written agreement that is hereafterexecuted by each of the parties hereto.13. This Agreement shall be governed by the laws of the State of New York.14. This Agreement sets forth the entire agreement regarding the Evaluation Material andProprietary Material, and supersedes all prior negotiations, understandings and agreements. No provisionof this Agreement may be modified, waived or changed except by a writing signed by the parties hereto.15. If any provision of this Agreement, or the application thereof to any Person, place orcircumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, theremainder of this Agreement and such provision as applied to other Persons, places or circumstances shallremain in full force and effect.16. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by anyparty without the prior written consent of the non-assigning party. Any purported assignment withoutsuch consent shall be void and unenforceable. Any purchaser of the Hotel or all or substantially all of theassets of the Hotel shall be entitled to the benefits of this Agreement, whether or not this Agreement isassigned to such purchaser.