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CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 1 of 3Loan: $53 Million Non- Performing Office LoanLocation: Atlanta, GAPotential Investor:51038720 v151065328 v1Upon execution of this agreement (this “Agreement”), pleaseremit entire agreement as a scanned image via email to:Attention : Jayde HouseEmail Address : Jayde.House@jll.com1. General Terms. Jones Lang LaSalle Americas, Inc., a Maryland corporation (“JLL”), represents the holder (“Owner”)of the above-referenced Loan (the “Loan”) as Owner’s exclusive agent or broker for the potential sale of the Loan.This Confidentiality and Conditions of Offering Agreement (the "Agreement") will confirm the mutual understandingsof Potential Investor, JLL, and Owner in connection with the disclosure and review of any and all informationregarding the Owner or the Loan that is provided to Potential Investor or any Related Party (as defined below) byOwner, 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, engineeringreports, and other documents, electronic transmittals or conversations concerning the Loan or the Owner (the“Offering Materials”). Owner and/or JLL may make the Offering Materials available in written, electronic, or verbalform to the Potential Investor following JLL’s receipt of this Agreement, duly executed by Potential Investor. TheOffering Materials shall not include information that (i) is or becomes generally available to the public, (ii) was in thepossession of the undersigned or any Related Party prior to the date of the Agreement (and is not subject to any pre-existing confidentiality agreement in favor of Owner, any affiliate thereof, and/or JLL), (iii) was obtained by theundersigned or any Related Party from a third party who, to the best knowledge of the undersigned and the RelatedParties, is not subject to any confidentiality agreement regarding such information, or (iv) is independently developedby the undersigned or any Related Party without reliance on the Offering Materials. The terms of the Agreementfollow.2. Ownership, Use and Return of Offering Materials. The Offering Materials shall continue to be the property of the Ownerand JLL. The Offering Materials will be used by the Potential Investor solely for the purpose of evaluating the possibleacquisition of the Loan and not for any purpose unrelated to the possible acquisition of the Loan. The OfferingMaterials may not be copied or duplicated without the Owner's and JLL’s prior written consent, and must be returnedto 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 uponrequest.3. Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalfof itself and any and all Related Parties that the Offering Materials are considered confidential and proprietaryinformation of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make)any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s priorwritten consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’sRepresentative (if any), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders andother capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Loan. SuchRelated Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and theterms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and relatedinformation strictly confidential in accordance with this Agreement and to otherwise abide by the terms of thisAgreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit totake any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a defaultunder the terms hereof, the such act or omission by such Related Party shall be deemed to be a breach of the termshereof by Potential Investor.4. Treatment of Privileged Information. To the extent that any Offering Materials may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege including concerning pending or threatened legalproceedings or governmental investigations (the "Privileged Confidential Information"), the parties understand and agreethat the disclosure, receipt and/or review of such Privileged Confidential Information is entirely inadvertent and shall notwaive, modify, limit or impair in any form or fashion the protected nature of the Privileged Confidential Information. IfPotential Investor believes that it has received or been given access to any Privileged Confidential Information, it shall returnsuch Privileged Confidential Information to the Company and refrain from further review, access to and/or dissemination ofthe Privileged Confidential Information. Owner and JLL reserve the right in their sole discretion and at any time to identifyany Confidential Information as Privileged Confidential Information and to require its return and/or destruction. Nothing in
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 2 of 3Loan: $53 Million Non- Performing Office LoanLocation: Atlanta, GAPotential Investor:51038720 v151065328 v1this Confidentiality Agreement obligates any party to reveal material subject to the attorney-client privilege, work productdoctrine or any other applicable privilege. The terms and conditions of this provision shall survive the termination orexpiration of this Agreement indefinitely.5. Potential Investor as Principal and Other Brokers or Agents. Potential Investor is a principal and not an agent of oracting on behalf of any other party in connection with the purchase of the Loan. Potential Investor will not look toJLL or to Owner for any brokerage commission, finder’s fee, or other compensation in connection with the sale of theLoan or any interest therein. Potential Investor acknowledges that it has not had any discussion regarding the Loanwith any broker or agent other than the Potential Investor’s Representative (if any) identified above. Potential Investorshall indemnify and hold Owner and JLL and their respective officers, directors, shareholders, partners, members,employees, agents and representatives and any affiliate, successor or assign thereof (collectively, the “Owner/JLLRelated Parties”), harmless from and against any and all claims, causes of action, damages, suits, demands, liabilities,fines, fees, costs and expenses (including, but not limited to, court costs and attorney’s fees) of any kind, nature orcharacter relating to the Property by any agents or brokers (including any Potential Investor’s Representative) (otherthan JLL) resulting from (i) any failure by Potential Investor or any Related Party to disclose any relationship PotentialInvestor may have with respect to any broker or other intermediary, (ii) any failure by Potential Investor to pay anyamounts claimed by any broker or other intermediary (including, without limitation, any Potential Investor’sRepresentative), other than JLL, in connection with the marketing or sale of the Loan and (iii) any breach or defaulthereunder by Potential Investor and/or any deemed breach or default hereunder by any Related Party.6. No Representations as to Offering Materials or Condition of Property. Potential Investor understands andacknowledges that neither Owner, JLL nor any Owner/JLL Related Party makes any representation or warranty as tothe accuracy or completeness of the Offering Materials or the condition of the Loan in any manner. The PotentialInvestor further understands and acknowledges that the information used in the preparation of the Offering Materialswas furnished by Owner and has not been independently verified by JLL, and is not guaranteed as to completenessor accuracy. Potential Investor agrees that neither Owner, JLL, nor any Owner/JLL Related Party shall have anyliability for any reason to the Potential Investor or any of its representatives or Related Parties resulting from the use ofthe Offering Materials by any person in connection with the sale of, or other investments by Potential Investor in theLoan whether or not consummated for any reason. Neither Owner, JLL nor any Owner/JLL Related Party is under anyobligation to notify or provide any further information to Potential Investor or any Related Party if either Owner or JLLbecomes aware of any inaccuracy, incompleteness or change in the Offering Materials. The undersignedacknowledges that neither Owner, JLL nor any Owner/JLL Related Party, has made any representation or warrantyas to the accuracy or completeness of the Offering Materials, or the suitability of the information contained thereinfor any purpose whatever, and any representation or warranty in connection therewith is hereby expressly excluded.The Offering Materials provided to the undersigned are subject to, among other things, correction of errors andomissions, additions or deletion of terms, and withdrawal upon notice. The undersigned agrees that neither Owner,JLL, nor any Owner/JLL Related Party shall have any liability to Potential Investor and/or any Related Party resultingfrom the delivery to, or use by the undersigned of the Offering Materials or otherwise with respect thereto. PotentialInvestor and Related Parties shall rely only their own due diligence and investigation of the Loan and correspondingcollateral, 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 Loan hasbeen offered for sale subject to withdrawal of the Loan from the market at any time or rejection of any offer becauseof the terms thereof, or for any other reason whatsoever, without notice, as well as the termination of discussions withany party at any time without notice for any reason whatsoever.8. Term of Agreement. The terms and conditions of this Agreement shall remain in full force and effect for a period oftwo years from the date hereof.9. Remedies. In the event that Potential Investor and/or any Related Party fails to comply with the terms and conditionsof this Agreement, Potential Investor and such Related Party may be liable to Owner and/or JLL for such breach,Owner and/or JLL shall be entitled to exercise any right, power, or remedy available at law or in equity for suchbreach. Without prejudice to any other rights or remedies that Owner and/or JLL may have with respect to anybreach by Potential Investor and/or any 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 termsof this Agreement by Potential Investor and/or any Related Party, (b) it is not aware of and will not seek to advance
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 3 of 3Loan: $53 Million Non- Performing Office LoanLocation: Atlanta, GAPotential Investor:51038720 v151065328 v1any reason why Owner and/or JLL should not be entitled to the remedies of injunction, specific performance andother equitable relief for any threatened or actual breach of the terms of this Agreement by Potential Investor and/orany any Related Party and (c) no proof of special damages shall be necessary for the enforcement of the terms ofthis Agreement.10. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state ofNew York.11. Access to Borrower’s, Borrower’s Management, and Borrower’s Tenants. Potential Investor agrees to not seek to gainaccess to any non-public areas of the Loan collateral or communicate with the Borrower, its employees, or its partnersin the ownership of the Loan collateral, without the prior consent of Owner or JLL, which consent may be withheld inthe Owner’s sole discretion.12. 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 aninstrument in writing signed by the parties subsequent to the date of this Agreement. The parties have not made anyother agreement or representation with respect to such matter.[Remainder of page left blank intentionally]
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 4 of 3Loan: $53 Million Non- Performing Office LoanLocation: Atlanta, GAPotential Investor:51038720 v151065328 v1Accepted and Agreed to this ______ day of _______________________________________, 2023.POTENTIAL INVESTOR:CompanySignatureNameTitleDateAddress 1____________________________________________________City, State, and Zip CodeTelephoneEmail AddressJLL:Jones Lang LaSalle Americas, Inc.SignatureNameTitleDateAddress 1____________________________________________________City, State, and Zip CodeTelephoneEmail Address