UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF MICHIGAN

65 CADILLAC SQUARE JPMC 2006-

CIBC14 REO, LLC, an Ohio 

limited liability company

Plaintiff,

vs.

DTWR, LLC, et al.

Defendants

Case No: 2:09-cv-13299-RHC-VMM

Hon.: Robert H. Cleland

James L. Allen (P28182)

Eric C. Bartley (P69792)

MILLER, CANFIELD, PADDOCK AND STONE, PLC

840 West Long Lake Road, Suite 200

Troy, Michigan 48098

Attorneys for Plaintiff

(248) 267-3285

Joseph K. Grekin (P52165)

SHAFER AND WEINER, PLLC

40950 Woodward Avenue, Suite 100

Bloomfield Hills, Michigan 48304

Attorney for Defendant

(248) 540-3340

ORDER ALLOWING FINANCIAL MONITOR TO

DISCLOSE CONFIDENTIAL INFORMATION

At a session of said Court held in Detroit

Michigan on 12/27/2010

Present: Hon. Robert H. Cleland, United States District Judge

This matter having come before the Court, the Court being fully advised in the premises;

The Court finds that it is in the best interest of all parties to allow the Plaintiff to disclose 

certain financial information from the operation of the Cadillac Tower by the Financial Monitor 

to prospective purchasers of Plaintiff’s commercial mortgage loan; and, therefore,

IT IS ORDERED that the Plaintiff may disclose all necessary financial information from 

the operation of the Cadillac Tower by the Financial Monitor to prospective purchasers of 

Plaintiff’s commercial mortgage loan;
Investor Representative Initial: ____

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IT IS FURTHER ORDERED that all financial information provided pursuant to this 

Order shall only be provided by Plaintiff pursuant to the Confidentiality Agreement attached to 

this Order as Exhibit 1.

 S/Robert H. Cleland 

ROBERT H. CLELAND

UNITED STATES DISTRICT JUDGE

Dated: December 27, 2010

I hereby certify that a copy of the foregoing document was mailed to counsel of record 

on this date, December 27, 2010, by electronic and/or ordinary mail.

 S/Lisa Wagner 

Case Manager and Deputy Clerk

(313) 234-5522
Investor Representative Initial: ____

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EXHIBIT 1

CONFIDENTIALITY AGREEMENT

Investor Confidentiality Agreement

This Investor Confidentiality Agreement (the “Agreement”) is made and agreed to by the 

undersigned (the “Investor”) in favor of Highland Financial, Inc., a California corporation (the 

“Company”), and the firm that has retained the Company to offer a loan on its behalf (the 

“Client”). 

The Investor understands that the Company is prepared, in connection with the potential 

sale of a certain loan (the “Loan”) to furnish to the Investor for review, upon its request and 

subject to certain conditions, certain information (the “Information”), which is confidential, 

proprietary or otherwise not generally available to the public. Such Information may include, 

among other things, documents, files, appraisals, reports, loan summaries, collateral analyses or 

valuations, customer information and other written and electronic information and data relating 

to the Loan. 

As a condition to, and in consideration of, the Company’s furnishing the Information to 

the Investor, the Investor agrees as follows:

1. Non-disclosure of Information. Until the earlier of (1) 12 months from the date of 

this Agreement, (2) the latest date of the destruction of the Information by the Investor and 

provision of written notification thereof to the Company, and (3) the date Company sells the 

Loan, the Information, shall, except as otherwise provided in Sections 2 and 3 hereof: (a) be kept 

confidential by the Investor and (b) not be used by the Investor or any of its affiliates or 

Representatives (as defined below) other than in connection with the Investor’s determining its 

interest in purchasing the Loan as a principal. The Investor may, however, disclose the 

Information to any of its directors, officers, employees, agents, partners or representatives, 

including without limitation any accountants, attorneys and financial advisors 

(“Representatives”), insofar as such Representatives are not already aware thereof, but only if 

such Representatives reasonably need to know the Information in connection with the Investor’s 

determining its interest in purchasing the Loan as a principal. The Investor shall (a) inform each 

of its Representatives receiving the Information of the confidential nature of the Information and 

of this Agreement, (b) direct its Representatives to treat the Information confidentially and not to 

use it other than in connection with the Investor’s determining its interest in purchasing the Loan 

as a principal and (c) be responsible for any Liabilities (as defined below) of any kind or nature 

incurred by or on behalf of the Company and by or on behalf of the Client arising out of any 

improper use or disclosure of the Information by the Investor, any of its affiliates or 

Representatives or any other person or entity that may have gained access to the Information 

directly or indirectly through or as a result of the Investor or any of its affiliates or 

Representatives. The Investor agrees and acknowledges that customer information is a subset of 
Investor Representative Initial: ____

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the Information and requires special protections and the Investor shall only disclose customer 

information as necessary and only to those parties authorized herein. The Investor shall 

implement appropriate measures to ensure the security and confidentiality of all customer 

information in its possession from time to time, including protections against any anticipated 

threats or hazards to the security or integrity of customer information and protection against 

unauthorized access to or use of customer information that could result in substantial harm or 

inconvenience to any customer of the Client. Upon the request of the Client, the Investor shall 

supply the Client from time to time with written confirmation of compliance with this Section.

2. Notice Preceding Compelled Disclosure. If the Investor or any of its affiliates or 

Representatives is requested to disclose any Information other than as permitted hereby, the 

Investor shall promptly notify the Company to permit the Company and/or the Client to seek a 

protective order or take other appropriate action. The Investor shall also cooperate in the 

Company’s and/or Client’s efforts to obtain a protective order or other reasonable assurance that 

confidential treatment will be accorded the Information at no cost to the Investor. If, in the 

absence of a protective order, the Investor or any of its affiliates or Representatives is compelled 

as a matter of law to disclose the Information, the Investor or such affiliate or Representative 

may disclose to the party compelling disclosure only the part of the Information as is required by 

law to be disclosed but only after giving prompt prior written notice thereof to Client and the 

Company.

3. Treatment of Information. The Investor shall not, and shall not authorize any 

other person or entity to, make any reproductions, other than handwritten summaries or notes and 

self-generated computer records, of any item of the Information, without the prior written 

consent of the Company. If the Investor elects not pursue an acquisition of the Loan or the 

Client elects not to sell the Loan or not to sell the Loan to the Investor or if negotiations 

otherwise cease, the Investor and its affiliates and Representatives promptly will destroy or 

delete all copies of the Information, unless otherwise directed by the Company. That destruction 

or deletion shall be confirmed in writing to Company.

4. Public Information. The confidentiality provisions of this Agreement will not 

apply to such portions of the Information that (a) are or become generally available to the public 

through no action by the Investor, any of its Representatives or any other person or entity that 

may have gained access to the Information directly or indirectly through or as a result of the 

Investor or any of its Representatives or (b) are or become available to the Investor on a nonconfidential basis from a source other than Company that is not prohibited from disclosing such 

portions to the Investor by a contractual, legal or fiduciary obligation.

5. Indemnity. The Investor shall indemnify the Company and the Client and hold 

each of them harmless against any and all claims, causes of action, demands, liabilities, damages, 

costs and expenses (collectively, “Liabilities”) of any kind or nature (including, without 

limitation, all reasonable attorneys’ fees and costs before and at trial and at all appellate levels, as 
Investor Representative Initial: ____

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the case may be) incurred by or on behalf of the Company and by or on behalf of the Client, 

respectively, due to the breach by Investor of this Agreement. 

6. Client, Borrower and Borrower Affiliate Contact. The Investor shall not, and shall 

not authorize any other person or entity to, communicate with the Client nor any borrower, 

guarantor or other obligor with respect to the Loan, with the accountants, attorneys or other 

representatives of any such obligor, or with any person or party, including any appraiser, tenant, 

managing or leasing agent, business agent or broker, franchisor or distributor, manufacturer or 

supplier, or environmental consultant or engineering consultant, connected with, related to, or 

whose name is obtained from the Information with respect to, a Loan, without prior written 

consent of the Company, which consent may be withheld for any reason or no reason in the sole 

discretion of the Company. 

7. Representations and Warranties; Release from Liability. The Investor 

acknowledges that neither the Company nor the Client makes any representation or warranty as 

to the accuracy or completeness of the Information. The Investor agrees that the Company shall 

have no liability to the Investor or to any of its affiliates or Representatives, relating to or 

resulting from use of the Information. In furtherance of the foregoing, the Investor hereby 

releases the Company from any and all liabilities to the Investor and its affiliates and 

Representatives, relating to or resulting from use of the Information, regardless of when such 

liabilities may arise. The Investor agrees that the Client shall have no liability to the Investor or 

to any of its affiliates or Representatives, relating to or resulting from use of the Information, 

except as may be otherwise provided in an executed purchase and sale agreement relating to the 

Loan by and between the Client and the Investor and, in furtherance of the foregoing, the 

Investor hereby releases the Client, subject to the exception described in the foregoing sentence, 

from any and all liabilities to the Investor and its affiliates and Representatives, relating to or 

resulting from use of the Information, regardless of when such liabilities may arise. 

8. Reliance on Third Party Appraisals and Other Reports. Appraisals, market 

studies, business plans, collateral analyses, environmental, accounting, engineering and other 

reports, studies or surveys covering the Loan, the borrower(s) or guarantor(s) of the Loan or the 

underlying collateral securing the Loan (the “Collateral”) prepared by third party appraisal firms 

and/or other firms, to the extent included in the Information, are for information purposes only 

and should not be relied upon as indicators of the value or the future performance of the Loan or 

Collateral or for any other purpose. The Company has not participated in the preparation of 

these materials, nor have they independently verified the information contained therein. The 

Investor is expected to conduct all due diligence it deems necessary or appropriate to evaluate 

the purchase of the Loan, including without limitation, creditworthiness and collateralization, 

and the Investor acknowledges it has substantial expertise to make such evaluation, and/or will 

engage necessary professionals to provide such expertise. The Investor shall have no right to 

rely upon the conclusions or other data set forth in such appraisal or other reports and shall have 
Investor Representative Initial: ____

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no recourse against either the Company nor the Client in the event of any errors therein or 

omissions therefrom.

9. Loan Summaries. The Information may contain summaries and other reports 

prepared by or on behalf of the Company with respect to the Loan and related matters. Such 

summaries and other reports are not complete and do not purport to contain all material 

information regarding the Loan that is relevant to a prospective purchase of the Loan. In 

addition, such summaries and other reports were prepared on the basis of the other Information, 

and such other Information has not been independently verified by the Company. The Investor 

shall have no right to rely on the conclusions or other data set forth in such summaries and other 

reports, should review in its entirety any other Information from which such summaries and 

other reports were derived, and shall have no recourse against the Company or the Client in the 

event of any errors in or omissions from any such summaries and other reports.

10. Entire Agreement. This Agreement supersedes all other agreements relating to 

the Information which have previously been executed by the Investor in favor of the Company. 

11. Amendments, Changes and Modifications. This Agreement may be amended, 

changed or modified only by written instrument signed by both the Investor and the Company.

12. Severability. The invalidity or unenforceability of any one or more phrases, 

sentences, paragraphs or Sections in this Agreement shall not affect the validity or enforceability 

of the remaining portions of this Agreement or any part thereof.

13. General Provisions. Section and paragraph headings are not to be considered part 

of this Agreement. No failure or delay in exercising any right hereunder will operate as a waiver 

thereof, nor will any single or partial exercise thereof preclude any other or further exercise 

thereof or the exercise of any other right. This Agreement shall be construed and interpreted in 

accordance with the laws of the State of Michigan. Client and Investor consent to exclusive 

jurisdiction and venue of Michigan state courts and any federal court located in the Eastern 

District of Michigan, for any breach or dispute regarding this Agreement, and mutually 

relinquish all rights to a trial by jury. The individual executing this Agreement on behalf of the 

Investor represents that he or she is authorized to enter into this Agreement and to legally bind 

the Investor with respect to the Agreement. 

14. Purpose of Review. The Investor represents and warrants that it is reviewing the 

Information solely in connection with its determining its interest in purchasing the Loan as a 

principal and not for the purposes of evaluating any other instrument or security. The Investor 

understands and acknowledges that the execution and delivery of this Agreement does not bind 

Client to finalize or sell the Loan unless and until an acceptable purchase agreement is signed by 

Investor and Client. All purchase agreements shall not contain any provisions for holdbacks, 

escrows, guaranties or indemnities as to collectability of the Loan. Investor understands that 
Investor Representative Initial: ____

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during the term of the Agreement, Client and the Company are free to market, negotiate and 

enter into agreements with other parties regarding a sale of the Loan without restriction or 

limitation.

15. Equitable Relief. The Investor agrees that a breach of this Agreement will give 

rise to irreparable injury to the Company and the Client for which damages may not be adequate 

compensation and consequently the Company and/or the Client shall be entitled, in addition to 

all other remedies available to them at law or in equity, to injunctive and other equitable relief to 

prevent a breach of this Agreement and to secure the enforcement of the Agreement.

IN WITNESS WHEREOF, the Investor has executed this Agreement as of the date set 

forth below.

INVESTOR:

_______________________________

By:

Signature of Authorized Representative Representative Name / Title

Investor Street Address Phone Number

Investor City, State and Zip Code Facsimile Number

Date

Description of Loan: A loan with an outstanding principal balance of approximately $17 

million secured by an office building located in the State of Michigan.

18,570,149.3\145821-00002