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Property Tours
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The undersigned prospective purchaser (the “Prospective Purchaser”) has requested that ConfidentialInformation (as defined herein) be furnished to him/her on the properties listed in the chart below (collectively,the “Property”) for the purpose of evaluating the possible purchase of said Property. The information requestedis non-public, confidential or proprietary in nature. This information, together with the OfferingMemorandum, analyses, compilations, forecasts, studies or other documents prepared by DWCrossland LLC (“Seller”), Broker (as defined herein), and/or their representatives, which contain orotherwise reflect such information, is hereinafter referred to as “Confidential Information”.The Prospective Purchaser agrees to treat all provided Confidential Information as highly confidential andagrees that none of the materials furnished to him/her will be used or duplicated in any way detrimental to theProperty, the Seller or Hunter Realty Associates, Inc. (“Broker”) nor for any purpose other than evaluating apossible purchase of the Property. Further, the Prospective Purchaser agrees that the ConfidentialInformation shall not, without Broker's or Seller’s prior written consent, be disclosed to other parties orused for any purpose other than in connection with the evaluation of the Property. Therefore, theProspective Purchaser agrees to keep all Confidential Information strictly confidential (other than informationwhich is a matter of public record or is provided in other sources readily available to the public); provided,however, that the Confidential Information may be disclosed by Prospective Purchaser to directors, officers andemployees of the Prospective Purchaser but only to these individuals, and to the Prospective Purchaser'soutside counsel, advisors, partners, accounting firm, consultant and potential lenders (all of whom arecollectively referred to as "Related Parties") who in the Prospective Purchaser's considered judgment need toknow such information for the purpose of evaluating a possible purchase of the Property by the ProspectivePurchaser. The Prospective Purchaser will promptly, upon request, return all Confidential Information furnishedto them or their Related Parties without retaining copies thereof.The Prospective Purchaser agrees not to make available or disclose any of the contents of the ConfidentialInformation or the fact that discussions or negotiations are taking place concerning a possible sale of theProperty to the Prospective Purchaser; including the terms, covenants, conditions or other facts with respect toany such transactions, including the status thereof, to any person other than as permitted by the precedingparagraph unless: (i) such person has been identified in writing to Seller; (ii) the Seller has approved in writingthe disclosure of the Confidential Information to such person; or (iii) such person has entered into a writtenconfidentiality agreement with Seller. The Prospective Purchaser will direct all parties to whom ConfidentialInformation is made available not to make similar disclosures and any such disclosures shall be deemed madeby, and be the responsibility of, the Prospective Purchaser.The Prospective Purchaser acknowledges that a breach of this confidentiality Agreement (this “Agreement”)may cause irreparable harm, the amount of which may be difficult to ascertain or for which damages may notconstitute an adequate remedy. In the event of an attempted, threatened, or actual breach of this Agreement,the Prospective Purchaser acknowledges that Seller and/or Broker shall have the right to obtain injunctive reliefto restrain the unauthorized use or disclosure of the Confidential Information, in addition to any remediesotherwise available at law or equity. Furthermore, the prevailing party under a final, unappealable judgment ofa court of competent jurisdiction in an action to enforce this Agreement shall be entitled to recover their actualand reasonable external attorneys' fees and expenses incurred in connection with such litigation. The provisionsof this paragraph shall survive any termination of this Agreement.
BROKER DISCLAIMERBroker prepared the Confidential Information from information believed to be reliable. However, there could beerrors and omissions and misstatement of facts and the Broker assumes no liability. The Prospective Purchaserunderstands and acknowledges that there is no representation or warranty as to the Confidential Information’saccuracy or completeness. The projections contained in the Confidential Information represent estimates basedon assumptions considered reasonable under the circumstances, but there are no representations orwarranties, expressed or implied, that actual results of operations will conform to such projections.No liability is assumed for errors and omissions, misstatements of facts, prior sale, change-of-price orwithdrawal from the market without notice.FINANCIAL & OPERATIONAL QUALIFICATIONSThe Prospective Purchaser certifies and represents that he/she is financially and operationally qualified topurchase and operate properties of the magnitude of the Property being presented herein. The ProspectivePurchaser understands that the Seller is and will be providing financial and other confidential informationpertaining to the Property and therefore it is reasonable that Seller will request financial and operationalinformation from Prospective Purchaser confirming Prospective Purchaser's financial and operationalqualifications. Should Prospective Purchaser decide to proceed further with the acquisition of the Property,Prospective Purchaser agrees to promptly provide adequate financial information and both financial andoperational references upon request. Broker and Seller will keep confidential the Prospective Purchaser'sfinancial and operational information when provided on the same or substantially similar terms and conditionsas it keeps its own confidential information of a similar nature.PROPERTY TOURS, NON-CIRCUMVENT AND NON-CONTACTCRITICAL: The Prospective Purchaser certifies and represents that he/she will not tour/visit the Propertywithout having pre-arranged a tour/visit with the Broker prior to such tour/visit. Notwithstanding any terminationof this Agreement, the Prospective Purchaser hereby agrees to refrain from, directly or indirectly, approaching,contacting, communicating with or otherwise entering into any agreements, discussions, understandings ornegotiations with any bondholder, lender, servicer, special servicer, investor, partner, owner, joint venturepartner, manager, employee, customer, franchisor or any similar persons or third parties involved with, or in, orotherwise associated with, or relating to, the Property, in each case, without prior written consent of the Seller.BROKER DISCLOSURE STATEMENTPursuant to Regulation 520-1-08 of the Georgia Real Estate Commission's Regulations and Georgia'sBrokerage Relationships in Real Estate Transactions Act (BRETTA), O.C.G.A. Section 10-6A-1 et seq. Brokermakes the following disclosures:1. In regard to the sale of this Property, Broker represents the Seller only.2. In regard to the sale of this Property, Broker shall receive its compensation from the Seller.The Prospective Purchaser represents that he/she is acting as a principal only in this transaction and that thereare no other brokers other than Broker involved. The Prospective Purchaser acknowledges notification of theabove described relationship and source of Broker's compensation.Nothing contained herein shall be construed as obligating the Seller to sell the Property or requiring the Sellerto refrain from marketing the Property to other potential purchasers. This Agreement shall be governed by, andconstrued in accordance with, the laws of the State of Georgia. This Agreement sets forth the entire agreement,and supersedes all prior agreements and understandings, between the parties relating to the subject matterhereof and may not be modified except by a writing signed by the parties.
This Agreement shall expire at the earlier of (i) one year from execution date or (ii) consummation of transaction.By executing this Agreement, Prospective Purchaser is acknowledging that it has read it, understands it, isauthorized to sign on behalf of the Prospective Purchaser, and is agreeing to all of its terms including thedisclaimers.Property(s):Hotel Address City State Keys Year BuiltHomeTowne Studios Atlanta Jimmy Carter Blvd 6295 Jimmy Carter Blvd Norcross GA 194 1996HomeTowne Studios Atlanta Peachtree Corners 7049 Jimmy Carter Blvd Norcross GA 138 1996HomeTowne Studios Atlanta Norcross200 Lawrenceville StreetNW Norcross GA 130 1996HomeTowne Studios Atlanta Lawrenceville 474 W Pike Street Lawrenceville GA 118 1996[Signature Page Follows]
Accepted and Agreed, this ___ day of __________, 2024.PROSPECTIVE PURCHASER:Company Name: Signature:Address: Printed Name:City: State ZIP Title:Phone: Fax: Date:E-Mail: Web Site: _SELLER:DW CROSSLAND LLCBy: DREF III CL LLCIts ManagerBy:Name: Michael D. ShermanTitle: General Counsel