Proposal_Brokerage_Advisory_Services_CW

CONFLICTS OF INTEREST

Identify any conflicts that may arise as a result of business activities and/or ventures by members and associates of your firm, or as a result of any individual’s status as a member of the Board of Directors of any organization likely to interact with the Company. Describe how your firm handles actual and/or potential conflicts of interest. Given that the firm represents owners, buyers, sellers, and tenants in certain markets, Cushman & Wakefield has developed strict policies to ensure that the interests of each party do not conflict either in fact or appearance. Cushman & Wakefield will continue to monitor our firm’s activities for potential conflicts of interest and inform HLT of any such occurrence(s). All employees of Cushman & Wakefield hold positions of special trust and responsibility in representing our clients’ interests. Our fiduciary responsibilities to our clients require us to adhere to the highest standards of ethical and professional conduct. We take this responsibility seriously. Employee compliance with our Integrity Policy is reviewed and monitored by a select committee consisting of an independent security consultant and Cushman & Wakefield’ General Counsel, Head of Human Resources, and Leadership. Our guiding principles of conduct place our professionals among the most trusted and respected in the real estate services industry. Cushman & Wakefield has structured internal processes that we use to identify potential conflicts of interest. In the event a conflict were to develop, the firm would immediately notify HLT in writing of the perceived or actual conflict and act to alleviate the conflict to the satisfaction of HLT. Cushman & Wakefield represents all clients in all assignments in a discreet and highly confidential manner and will enter into an agreement with HLT to that effect. All conflicts are guarded against, confidentiality is ensured, and sensitive information is protected by strict enforcement of the following aspects of the Cushman & Wakefield Conflicts of Interest Policy: All assignment information is marked confidential and carefully managed by the Project Team, and all client information is segregated. No client-specific data is shared with our other clients unless Cushman & Wakefield receives express permission from the client. Brokers are required to disclose any relationships they may have with a competitor prior to retention. If the broker has a conflict, an alternate broker will be selected. In the event an actual or perceived conflict of interest comes into existence, Cushman & Wakefield will immediately and in writing inform HLT. Once the firm has fully disclosed the nature and extent of the conflict, HLT has the exclusive right to retain alternate representation or consent to dual firm representation. If, after full disclosure, HLT consents to dual representation, Cushman & Wakefield will immediately establish a protective client “firewall,” ensuring information remains separate and confidential. Finally, on a transaction basis, we can have individual team members sign non-disclosure agreements regarding the organizational practices of HTL. We will only disclose to transaction brokers information that is required for them to select sites and conclude negotiations.

K HLT NY HILTON LLC | CUSHMAN & WAKEFIELD | 49

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