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CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 1 of 4Loan: $121.2 Million Multifamily LoanLocation: Orlando MSA (Apopka, FL and Kissimmee, FL)Potential Investor:Upon execution of this agreement (this “Agreement”),please remit entire agreement as a scanned image viaemail to:Attention : Jayde HouseEmail Address : Jayde.House@jll.com1. General Terms. Jones Lang LaSalle Americas, Inc., a Maryland corporation (“JLL”), represents Owner (“Owner”) asOwner’s exclusive agent or broker for the potential sale of the Loan (the “Loan”) This Confidentiality and Conditions ofOffering Agreement (the "Agreement") will confirm the mutual understandings of Potential Investor, JLL, and Owner inconnection with the disclosure and review of any and all information regarding Owner or the Loan that is provided toPotential Investor or any Related Party (as defined below) by Owner, JLL or any representative of Owner or JLL, including,but not limited to, any offering memorandum, documents, data, financial statements, reports, forecasts, projections, surveys,diagrams, records, engineering reports, analyses, summaries, notes, and written or electronic records and other documents,electronic transmittals or conversations concerning the Loan or Owner information and shall specifically include, withoutlimitation, all draft or final documents pertaining to any Loan, all insurance policies (and endorsements thereto), any leases,ground leases, operating statements, financial information, appraisals, environmental reports, zoning reports, notices,correspondence, underwriting information and other documentation, reports or written or verbal information of whateverkind relating to any Loan (the “Confidential Information”). Confidential Information also includes the fact that ConfidentialInformation has been made available to Potential Investor and and that Potential Investor and JLL and/or Owner arediscussing the potential sale of the Loan. Owner and/or JLL may make the Confidential Information available in written,electronic, or verbal form to Potential Investor following JLL’s receipt of this Agreement, duly executed by Potential Investor.Notwithstanding anything to the contrary in this Agreement, Confidential Information does not include information that: (a)is or becomes generally available to the public through no fault of Potential Investor or any of Related Parties (defined below)in violation of this Agreement; (b) is or becomes available to Potential Investor or any Related Parties (defined below) on anon-confidential basis from a source other than Owner not known to Potential Investor or such Related Parties to be prohibitedfrom disclosing such information by a contractual, legal or fiduciary obligation of confidentiality; (c) is independentlydeveloped by Potential Investor or Related Parties without use of or reliance on, either directly or indirectly, ConfidentialInformation; or (d) was known to or in the possession of Potential Investor or any Related Parties on a non-confidential basisprior to disclosure by Owner/JLL to Potential Investor or Related Parties.2. Ownership, Use and Return of Confidential Information. The Confidential Information shall continue to be theproperty of Owner and JLL. The Confidential Information will be used by Potential Investor solely for the purpose ofevaluating the possible acquisition of the Loan and not for any purpose unrelated to the possible acquisition of the Loan. TheConfidential Information may not be copied or duplicated without Owner's and JLL’s prior written consent, and must bereturned to JLL (or with JLL’s permission, destroyed by Potential Investor and any Related Party, and in such instance PotentialInvestor shall certify in writing to JLL and Owner that such information has been so destroyed) immediately upon request.3. Confidentiality and Disclosure of Confidential Information by Potential Investor. Potential Investoracknowledges on behalf of itself and any and all Related Parties that the Confidential Information are considered confidentialand proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any RelatedParty to make) any Confidential Information available, or disclose any of the contents thereof, to any person without Owner’sor JLL’s prior written consent; provided, however, that the Confidential Information may be disclosed to Potential Investor’s(if any), Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources(collectively the "Related Parties") as reasonably required for an evaluation of the Loan, provided, that in each case (x) eachsuch Related Party needs to know Confidential Information solely in connection with the possible acquisition of the Loan and(y) each such Related Party has been informed of Potential Investor’s obligations hereunder. Such Related Parties shall beinformed by Potential Investor of the confidential nature of the Confidential Information and the terms of this Agreement andshall be directed by Potential Investor to keep the Confidential Information and related information strictly confidential inaccordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was Potential Investorhereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken byPotential Investor would constitute a breach of or a default under the terms hereof, such act or omission by such RelatedParty shall be deemed to be a breach of the terms hereof by Potential Investor.
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 2 of 4Loan: $121.2 Million Multifamily LoanLocation: Orlando MSA (Apopka, FL and Kissimmee, FL)Potential Investor:4. Information Legally Required to be Disclosed. To the extent permitted by applicable law, Potential Investor agreesto notify JLL and Owner promptly in writing if Potential Investor receives or learns of any court order or other legalrequirement to disclose the Confidential Information, and Potential Investor agrees to cooperate, at Potential Investor’sexpense, with efforts by Owner to obtain a protective order or narrow the scope of such disclosure. For the avoidance ofdoubt, Potential Investor is permitted to disclose that portion of the Confidential Information as is, in the opinion of its legalcounsel, legally required to be disclosed, and Potential Investor shall request confidential treatment for the informationreleased. Such information shall continue to be held by Potential Investor and Related Parties as Confidential Informationunder this Agreement.5. Potential Investor as Principal and Other Brokers or Agents. Potential Investor is a principal and not an agent ofor acting on behalf of any other party in connection with the purchase of the Loan. Potential Investor will not look to JLL orto Owner for any brokerage commission, finder’s fee, or other compensation in connection with the sale of the Loan or anyinterest therein. Potential Investor acknowledges that it has not had any discussion regarding the Loan with any broker oragent other than Potential Investor’s representative (if any) identified above.6. No Representations as to Confidential Information or Condition of Property. Potential Investor understandsand acknowledges that neither Owner, JLL nor any Owner/JLL Related Party1 makes any representation or warranty (expressor implied) as to the accuracy, completeness, validity or adequacy of the Confidential Information or the condition of theLoan in any manner and Potential Investor hereby releases JLL and Owner from any liability arising from Potential Investor’suse or reliance upon the Confidential Information. Potential Investor acknowledges that the Confidential Information maycontain information that is inaccurate, incomplete, out of date and that Owner has not undertaken or promised to update,correct or complete the Confidential Information. Potential Investor further acknowledges that (a) Confidential Informationmay consist of abstracts of reports and may not contain all material information provided in the actual report and (b) neitherOwner or any of its representatives is offering investment advice to Potential Investor and that any investment decision byPotential Investor with respect to the possible acquisition of the Loan will be made solely pursuant to Potential Investor'sindependent assessment and due diligence of the Loan and all matters related to the Loan. Potential Investor furtherunderstands and acknowledges that the information used in the preparation of the Confidential Information was furnished byOwner and has not been independently verified by JLL, and is not guaranteed as to completeness or accuracy. PotentialInvestor agrees that neither Owner, JLL, nor any Owner/JLL Related Party shall have any liability for any reason to PotentialInvestor or any of its representatives or Related Parties resulting from the use of the Confidential Information by any personin connection with the sale of, or other investments by Potential Investor in the Loan whether or not consummated for anyreason. Neither Owner, JLL nor any Owner/JLL Related Party is under any obligation to notify or provide any furtherinformation to Potential Investor or any Related Party if either Owner or JLL becomes aware of any inaccuracy,incompleteness or change in the Confidential Information. The undersigned acknowledges that neither Owner, JLL nor anyOwner/JLL Related Party, has made any representation or warranty as to the accuracy or completeness of the ConfidentialInformation, or the suitability of the information contained therein for any purpose whatever, and any representation orwarranty in connection therewith is hereby expressly excluded. The Confidential Information provided to the undersignedare subject to, among other things, correction of errors and omissions, additions or deletion of terms, and withdrawal uponnotice. The undersigned agrees that neither Owner, JLL, nor any Owner/JLL Related Party shall have any liability to PotentialInvestor and/or any Related Party resulting from the delivery to, or use by the undersigned of the Confidential Informationor otherwise with respect thereto. Potential Investor and Related Parties shall rely only their own due diligence andinvestigation of the Loan and corresponding collateral, including but not limited to any financial, title, environmental, physical,tenant or any other matters.7. Withdrawal of Loan from Market or Termination of Discussions. Potential Investor acknowledges that the Loanhas been offered for sale subject to withdrawal of the Loan from the market at any time or rejection of any offer because ofthe terms thereof, or for any other reason whatsoever, without notice, as well as the termination of discussions with any partyat any time without notice for any reason whatsoever.
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 3 of 4Loan: $121.2 Million Multifamily LoanLocation: Orlando MSA (Apopka, FL and Kissimmee, FL)Potential Investor:8. Term of Agreement. The terms and conditions of this Agreement shall remain in full force and effect for a period of two(2) years from the date hereof.9. Non-Circumvention. At any time prior to the expiration of two (2) years from the date of this Agreement, it is expresslyagreed that Potential Investor shall not, without the prior written consent of Owner, seek to bypass, compete, avoid orcircumvent Owner from any business opportunity that relates to the Loan, or any real estate property securing a Loan byutilizing any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information,including, but not limited to, communicating directly or through a third party with any borrower (including without limitationany accountant, attorney, appraiser, tenant, managing or leasing agent, manager, environmental consultant or engineeringconsultant of any of the foregoing), with respect to the making of a loan secured directly or indirectly by any real estateproperty securing the Loan.10. Remedies. In the event that Potential Investor and/or any Related Party fails to comply with the terms and conditions ofthis Agreement, Potential Investor and such Related Party may be liable to Owner and/or JLL for such breach, Owner and/orJLL shall be entitled to exercise any right, power, or remedy available at law or in equity for such breach. Without prejudiceto any other rights or remedies that Owner and/or JLL may have with respect to any breach by Potential Investor and/orany Related Party, Potential Investor on behalf of its and any Related Party, hereby acknowledges and agrees that (a)damages would not be an adequate remedy for any breach of the terms of this Agreement by Potential Investor and/or anyRelated Party, (b) it is not aware of and will not seek to advance any reason why Owner and/or JLL should not be entitledto the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the termsof this Agreement by Potential Investor and/or any any Related Party and (c) no proof of special damages shall be necessaryfor the enforcement of the terms of this Agreement. All remedies under this Agreement or by law and in equity are intendedto be cumulative. No failure or delay in exercising any right hereunder will operate as a waiver of that right. In the event oflitigation relating to this Agreement, the prevailing party, as determined by a court of competent jurisdiction in a final, non-appealable order, shall be entitled to reimbursement of reasonable costs and expenses (including attorneys’ fees) incurredin connection with such litigation. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE,EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES.11. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state of NewYork, without giving effect to the principles of conflict of laws..12. Access to Borrower’s, Collateral, Collateral’s Management, and Collateral’s Tenants. Potential Investoragrees to not (i) seek to gain access to any non-public areas of the collateral securing any of the Loans or (ii) communicatewith any borrower (including without limitation any accountant, attorney, appraiser, tenant, managing or leasing agent,manager, environmental consultant or engineering consultant of any of the foregoing), or the borrower’s partners in theownership of any collateral, including the officers, managers, employees, and agents of the forgoing without the prior consentof Owner or JLL, which consent may be withheld in Owner’s sole and absolute discretion.13. Entire Agreement, Waiver or Modification. This Agreement contains the entire understanding between the partieswith respect to the subject matter hereof, and may not be altered, varied, revised or amended, except by an instrument inwriting signed by the parties subsequent to the date of this Agreement. The parties have not made any other agreement orrepresentation with respect to such matter. Potential Investor represents that the individual executing this Agreement on itsbehalf is duly authorized to execute this Agreement and bind Potential Investor to its obligations hereunder. This Agreementmay be executed in counterparts, each of which will be deemed an original, but all of which taken together will constituteone and the same instrument. A photocopied, scanned, telecopied, or other electronic signature of any party to thisAgreement shall have the same force and effect as an original signature for all purposes.
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 4 of 4Loan: $121.2 Million Multifamily LoanLocation: Orlando MSA (Apopka, FL and Kissimmee, FL)Potential Investor:Accepted and Agreed to this ______ day of _______________________________________, 2024.POTENTIAL INVESTOR:CompanySignatureNameTitleDateAddress 1City, State, and Zip CodeTelephoneEmail Address