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CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 1 of 3Loan: $40 Million Office LoanLocation: Seattle, WAPotential 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 as Owner’sexclusive agent or broker for the potential sale of the Loan (The “Loan”) This Confidentiality and Conditions of OfferingAgreement (the "Agreement") will confirm the mutual understandings of Potential Investor, JLL, and Owner in connection withthe disclosure and review of any and all information regarding the Owner or the Loan that is provided to Potential Investoror 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, 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 verbal formto the Potential Investor following JLL’s receipt of this Agreement, duly executed by Potential Investor. The Offering Materialsshall not include information that (i) is or becomes generally available to the public, (ii) was in the possession of theundersigned or any Related Party prior to the date of the Agreement (and is not subject to any pre-existing confidentialityagreement in favor of Owner, any affiliate thereof, and/or JLL), (iii) was obtained by the undersigned or any Related Partyfrom a third party who, to the knowledge of the undersigned and the Related Parties, is not subject to any confidentialityagreement regarding such information, or (iv) is independently developed by the undersigned or any Related Party withoutreliance on the Offering Materials. The terms of the Agreement follow.2. Ownership, Use and Return of Offering Materials. The Offering Materials shall continue to be the property of theOwner and 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 Offering Materialsmay not be copied or duplicated without the Owner's and JLL’s prior written consent, and must be returned to JLL (or withJLL’s permission, destroyed by Potential Investor and any Related Party, and in such instance Potential Investor shall certifyin writing to JLL and Owner that such information has been so destroyed) immediately upon request.3. Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges onbehalf of 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) anyOffering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior writtenconsent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s Representative (if any),the 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. Such Related Parties shall beinformed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shallbe directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordancewith this Agreement and to otherwise abide by the terms of this Agreement as if such party was the 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, the such act or omission by such RelatedParty shall be deemed to be a breach of the terms hereof by Potential Investor.4. 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 the Potential Investor’s Representative (if any) identified above.5. 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 to theaccuracy or completeness of the Offering Materials or the condition of the Loan in any manner. The Potential Investor furtherunderstands and acknowledges that the information used in the preparation of the Offering Materials was furnished by
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 2 of 3Loan: $40 Million Office LoanLocation: Seattle, WAPotential Investor:Owner 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 thePotential Investor or any of its representatives or Related Parties resulting from the use of the Offering Materials by anyperson in connection with the sale of, or other investments by Potential Investor in the Loan whether or not consummated forany reason. 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 Offering Materials. 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 OfferingMaterials, or the suitability of the information contained therein for any purpose whatever, and any representation orwarranty in connection therewith is hereby expressly excluded. The Offering Materials provided to the undersigned aresubject 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 Offering Materials orotherwise with respect thereto. Potential Investor and Related Parties shall rely only their own due diligence and investigationof the Loan and corresponding collateral, including but not limited to any financial, title, environmental, physical, tenant orany other matters.6. 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.7. Term of Agreement. The terms and conditions of this Agreement shall remain in full force and effect for a period of oneyear from the date hereof.8. 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.9. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state of NewYork.10. 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, management company employed in regards to any Collateral, or the Borrower’s partners in theownership of any Collateral, including the officers, managers, employees, and agents of the forgoing without the priorconsent of Owner or JLL, which consent may be withheld in the Owner’s sole discretion.11. 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.
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 3 of 3Loan: $40 Million Office LoanLocation: Seattle, WAPotential Investor:Accepted and Agreed to this ______ day of _______________________________________, 2024.POTENTIAL INVESTOR:CompanySignatureNameTitleDateAddress 1City, State, and Zip CodeTelephoneEmail Address