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CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 1 of 3Loan: $78.4 Million Non-Performing LoanProperty: Certain Property – San Francisco, CAPotential Investor:Classification: Company ConfidentialUpon execution of this agreement (this “Agreement”), please remitentire 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 owner of the loan (“Owner”), asOwner’s exclusive agent or broker for the potential sale of the loan (the “Loan”) owned by Owner. This Confidentiality and Conditionsof Offering Agreement (this "Agreement") will confirm the understandings of Potential Investor, JLL, and Owner in connection withthe disclosure and review of any and all information regarding the Owner and the Loan that is provided to Potential Investor or anyRelated Party (as defined below) by Owner, JLL or any representative or agent of Owner or JLL, including, but not limited to, anyoffering 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 “OfferingMaterials”). Owner and/or JLL may make the Offering Materials available in written, electronic, or verbal form to the PotentialInvestor following JLL’s receipt of this Agreement, duly executed by Potential Investor. The Offering Materials shall not includeinformation that (i) is or becomes generally available to the public, (ii) was in the possession of the Potential Investor or any RelatedParty prior to the date of the Agreement (and is not subject to any pre-existing confidentiality agreement in favor of Owner, anyaffiliate thereof, and/or JLL), (iii) was obtained by the Potential Investor or any Related Party from a third party who, to the knowledgeof the Potential Investor and the Related Parties, is not subject to any duty of confidentiality regarding such information, or (iv) isindependently developed by the Potential Investor or any Related Party without use of or reliance on the Offering Materials. Theterms of the Agreement follow.2. Ownership, Use and Return of Offering Materials. The Offering Materials shall at all times be the property of Owner and JLL. TheOffering Materials will be used by the Potential Investor solely for the purpose of evaluating the possible acquisition of the Loan andnot for any purpose unrelated to the possible acquisition of the Loan. The Offering Materials may not be copied or duplicatedwithout the Owner's and JLL’s prior written consent, and must be returned to JLL promptly upon request (or with JLL’s writtenpermission, destroyed by Potential Investor and any Related Party, and in such instance Potential Investor shall certify in writing toJLL and Owner that such information has been so destroyed).3. Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf of itself andany and all Related Parties that the Offering Materials are confidential and proprietary information of Owner and/or JLL, andPotential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any ofthe contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Materialsmay be disclosed to the Potential Investor’s partners, employees, legal counsel, advisors, institutional lenders and other capitalsources (each, a “Related Party” and 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 the terms of thisAgreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential inaccordance with 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 by PotentialInvestor would constitute a breach of or a default under the terms hereof, then such act or omission by such Related Party shall bedeemed 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 of or acting on behalfof any other party in connection with the potential purchase of the Loan. Potential Investor will not look to JLL or to Owner for anybrokerage commission, finder’s fee, or other compensation or payment in connection with the sale of the Loan or any interesttherein. Potential Investor acknowledges that it has not had and will not have any discussions regarding the Loan with any brokeror agent other than JLL.5. No Representations as to Offering Materials or Condition of Property. Potential Investor understands and acknowledges that noneof Owner, JLL, or any of Owner’s or JLL’s directors, officers, employees, partners, members, managers, shareholders, advisors,consultants, agents, or representatives (each, an “Owner/JLL Party” and collectively, the “Owner/JLL Parties”) makes anyrepresentation or warranty in any manner whatsoever as to the accuracy or completeness of the Offering Materials, the conditionof the Loan, the creditworthiness of the Loan borrower, the actual or potential return of the Loan as an investment, or the suitability
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 2 of 3Loan: $78.4 Million Non-Performing LoanProperty: Certain Property – San Francisco, CAPotential Investor:Classification: Company Confidentialor appropriateness of the Loan as an investment. Potential Investor agrees that none of Owner, JLL, or any Owner/JLL Related Partyshall have any liability for any reason whatsoever to Potential Investor or any of its representatives or Related Parties resulting fromthe delivery of the Offering Materials or the use of the Offering Materials by Potential Investor, its representatives or Related Parties,or any other person or entity, regardless as to whether the sale of the Loan is consummated. None of Owner, JLL, or any Owner/JLLRelated Party is under any obligation to (i) notify Potential Investor or any Related Party if either Owner or JLL becomes aware ofany inaccuracy, incompleteness or change in the Offering Materials, or (ii) supplement, edit, or otherwise provide additionalinformation to Potential Investor or any Related Party if either Owner or JLL becomes aware of any inaccuracy, incompleteness orchange in the Offering Materials. The Offering Materials provided to the Potential Investor are subject to, among other things,correction of errors and omissions, additions or deletion of terms, and immediate withdrawal upon notice. Potential Investor andRelated Parties shall solely rely only their own due diligence and investigation of the Loan and the property for the determinationas to whether to pursue or effect an acquisition of the Loan.6. Withdrawal of Loan from Market or Termination of Discussions. Potential Investor acknowledges that the Loan has been offeredfor sale subject to the withdrawal of the Loan from the market at any time or the rejection of any offer because of the terms thereofor for any other reason whatsoever, without notice, as well as the termination of discussions with any party at any time withoutnotice 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 one year fromthe date hereof.8. Remedies. In the event that Potential Investor and/or any Related Party fails to comply with the terms and conditions of thisAgreement, Owner and/or JLL shall be entitled to exercise any right, power, or remedy available at law or in equity for such breach.Without prejudice to any other rights or remedies that Owner and/or JLL may have with respect to any breach by Potential Investorand/or any Related Party, Potential Investor, on behalf of itself 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 any RelatedParty, (b) it is not aware of and will not seek to advance any reason why Owner and/or JLL should not be entitled to the remediesof injunction, specific performance and other equitable relief for any threatened or actual breach of the terms of this Agreement byPotential Investor and/or any any Related Party and (c) no proof of special damages shall be necessary for the enforcement of theterms of this Agreement.9. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state of New York.10. Access to the Property, Property Management, and Property Tenants. Potential Investor agrees to not (i) seek to gain access to anynon-public areas of the property or (ii) Other than the ordinary course of business, communicate with (a) any Loan borrower (or anyofficer, director, partner, member, manager, shareholder, employee, or agent of borrower), or (b) any management companyengaged to manage the property, without the prior consent of Owner, which consent may be withheld in the Owner’s sole andabsolute discretion.11. Entire Agreement, Waiver or Modification. This Agreement contains the entire understanding between the parties with respect tothe subject matter hereof, and may not be altered, varied, revised or amended, except by an instrument in writing signed by theparties subsequent to the date of this Agreement. The parties have not made any other agreement or representation with respectto such matter.12. Counterparts. This Agreement may be executed and/or delivered in counterparts, each of which will be deemed to be an originaland together shall constitute one and the same instrument. This Agreement may be executed electronically using electronicsignature technology that produces an audit trail of such execution (e.g., Adobe Sign, DocuSign) and/or may be deliveredelectronically (e.g., a scanned .PDF sent by email), and any such electronically-executed signatures and/or electronically-deliveredsignatures shall have the same legal and binding effect as original handwritten signatures
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 3 of 3Loan: $78.4 Million Non-Performing LoanProperty: Certain Property – San Francisco, CAPotential Investor:Classification: Company ConfidentialAccepted and Agreed to this ______ day of _______________________________________, 2024.POTENTIAL INVESTOR:CompanySignatureNameTitleDateAddress 1City, State, and Zip CodeTelephoneEmail Address