Confidentiality Agreement

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Confidentiality: Purchaser/lessee/broker/lender/investor ("Purchaser") acknowledges: a) that information and/or documentation (Information") relating to any company, business, and/or location ("Facility") listed below and furnished to Purchaser by National Restaurant Associates ("Broker") has not been previously presented to or made available to Purchaser except through Broker; b) that the Information will not be disclosed by Purchaser to anyone without prior consent of Broker, and c) that Purchaser will not enter into any correspondence, meeting, negotiation, or agreement relating to any such Facility, except through Broker. Purchaser acknowledges that Broker has not conducted any independent investigation, verification, or evaluation of the Information provided to Purchaser, and that Broker offers no warranty or representation concerning the accuracy of the Information. Purchaser agrees to rely solely upon Purchaser's own independent inquiry relating to any such Facility as conducted prior to closing.

Professional Fees: Purchaser agrees that Broker will be paid its Professional Fees by the seller/lessor/lender/bankruptcy trustee ("Seller") in the event Purchaser or any client or affiliated or related party or entity of Purchaser buys, leases, manages, invests in, lends to, is employed by, or otherwise comes into possession or constructive control of any such Facility, in a sum equal to Broker's Professional Fees in effect at time of closing. Purchaser agrees to cause the obligation for the payment of Professional Fees by the Seller to be included in any agreement which Purchaser, or any associate or affiliate of Purchaser, enters into with Seller relating to any such Facility, and further agrees to affirmatively cause the Professional Fees to be paid by Seller to Broker at closing. Following such payment, Purchaser will have no obligation or liability for the payment of any Professional Fees to Broker. Purchaser will not close on any transaction on any such Facility, or on any other facility introduced by Broker to Purchaser regardless of whether a similar confidentiality agreement was executed with regard to that facility, until Seller pays Broker its Professional Fees. The undersigned Purchaser represents and warrants that they have the power and authority to enter into this agreement.

I certify and agree to terms of the Confidentiality and Professional Fees stated above.