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CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 1 of 3Loan: $72.5 Million Non-Performing Luxury Hospitality LoanLocation: San Francisco, CAPotential Investor:Potential Investor’s Representative (if any):Upon 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 Owner as Owner’s exclusive agentor broker for the potential sale of the above-referenced Loan. This Confidentiality and Conditions of Offering Agreement (this"Agreement") will confirm the mutual understandings of Potential Investor, JLL, and Owner in connection with the disclosure andreview of any and all information regarding the Owner or the Loan that is provided to Potential Investor or any Related Party (asdefined 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 otherdocuments, electronic transmittals or conversations concerning the Loan or the Owner (the “Offering Materials”). Owner and/orJLL may make the Offering Materials available in written, electronic, or verbal form to the Potential Investor following JLL’s receiptof this Agreement, duly executed by Potential Investor. The Offering Materials shall not include information that (i) is or becomesgenerally available to the public, (ii) was in the possession of the Potential Investor or any Related Party prior to the date of thisAgreement (and is not subject to any pre-existing confidentiality agreement in favor of Owner, any affiliate thereof, and/or JLL),(iii) was obtained by the Potential Investor or any Related Party from a third party who, to the knowledge of the Potential Investorand the Related Parties, is not subject to any confidentiality agreement regarding such information in favor of Owner, any affiliatethereof, and/or JLL, or (iv) is independently developed by the Potential Investor or any Related Party without reliance on theOffering Materials. The terms of this Agreement follow.2. Ownership, Use and Return of Offering Materials. The Offering Materials shall continue to be the property of the Owner andJLL. The Offering Materials will be used by the Potential Investor solely for the purpose of evaluating the possible acquisition ofthe Loan and not for any purpose unrelated to the possible acquisition of the Loan. The Offering Materials may not be copiedor duplicated without the Owner's and JLL’s prior written consent, and must be returned to JLL (or with JLL’s written permission,destroyed by Potential Investor and any Related Party, and in such instance Potential Investor shall certify in writing to JLL andOwner that such information has been so destroyed) immediately upon request.3. Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalf ofitself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Ownerand/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 and JLL’s prior written consent; provided, however, thatthe Offering Materials may be disclosed to the Potential Investor’s Representative (if any), and the Potential Investor's partners,employees, legal counsel, advisors, institutional lenders and other capital sources (collectively with the Potential Investor’sRepresentative (if any), 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 shall bedirected by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with thisAgreement and to otherwise abide by the terms of this Agreement as if such Related Party was the Potential Investor hereunder.In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investorwould constitute a breach of or a default under the terms hereof, such act or omission by such Related Party shall be deemedto 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 actingon behalf of any other party in connection with the purchase of the Loan. Potential Investor will not look to JLL or to Owner forany brokerage commission, finder’s fee, or other compensation in connection with the sale of the Loan or any interest therein.Potential Investor acknowledges that it has not had any discussion regarding the Loan with any broker or agent other than thePotential Investor’s Representative (if any) identified above.5. No Representations as to Offering Materials or Condition of Property. Potential Investor understands and acknowledgesthat neither Owner, JLL nor any of Owner’s or JLL’s respective partners, employees, legal counsel, advisors, institutional lendersand other capital sources (collectively the "Owner/JLL Related Parties") makes any representation or warranty as to the accuracyor completeness of the Offering Materials or the condition of the Loan in any manner. The Potential Investor further understands
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 2 of 3Loan: $72.5 Million Non-Performing Luxury Hospitality LoanLocation: San Francisco, CAPotential Investor:Potential Investor’s Representative (if any):and acknowledges that the information used in the preparation of the Offering Materials was furnished by Owner and has notbeen independently verified by JLL, and is not guaranteed as to completeness or accuracy. Potential Investor agrees that neitherOwner, JLL, nor any Owner/JLL Related Party shall have any liability for any reason to the Potential Investor or any of itsrepresentatives or Related Parties resulting from the use of the Offering Materials by any person in connection with the sale of,or other investments by Potential Investor in the Loan whether or not consummated for any reason. Neither Owner, JLL nor anyOwner/JLL Related Party is under any obligation to notify or provide any further information to Potential Investor or any RelatedParty if either Owner or JLL becomes aware of any inaccuracy, incompleteness or change in the Offering Materials. The PotentialInvestor acknowledges that neither Owner, JLL nor any Owner/JLL Related Party, has made any representation or warranty as tothe accuracy or completeness of the Offering Materials, or the suitability of the information contained therein for any purposewhatever, and any representation or warranty in connection therewith is hereby expressly excluded. The Offering Materialsprovided to the Potential Investor are subject to, among other things, correction of errors and omissions, additions or deletionof terms, and withdrawal upon notice. The Potential Investor agrees that neither Owner, JLL, nor any Owner/JLL Related Partyshall have any liability to Potential Investor and/or any Related Party resulting from the delivery to, or use by the PotentialInvestor or any Related Party of the Offering Materials or otherwise with respect thereto. Potential Investor and Related Partiesshall rely only their own due diligence and investigation of the Loan and corresponding collateral, including, but not limited, toany financial, title, environmental, physical, tenant or any other matters.6. Withdrawal of Loan from Market or Termination of Discussions. Potential Investor acknowledges that the Loan has beenoffered for sale subject to withdrawal of the Loan from the market at any time or rejection of any offer because of the termsthereof, or for any other reason whatsoever, without notice, as well as the termination of discussions with any party at any timewithout 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 one yearfrom the 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, Potential Investor and such Related Party may be liable to Owner and/or JLL for such breach, and Owner and/or JLLshall be entitled to exercise any right, power, or remedy available at law or in equity for such breach. Without prejudice to anyother rights or remedies that Owner and/or JLL may have with respect to any breach by Potential Investor and/or any RelatedParty, Potential Investor, on behalf of itself and each Related Party, hereby acknowledges and agrees that (a) damages wouldnot be an adequate remedy for any breach of the terms of this Agreement by Potential Investor and/or any Related Party, (b) itis not aware of and will not seek to advance any reason why Owner and/or JLL should not be entitled to the remedies ofinjunction, specific performance and other equitable relief for any threatened or actual breach of the terms of this Agreementby Potential Investor and/or any any Related Party and (c) no proof of special damages shall be necessary for the enforcementof 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 New York.10. Access to Borrower’s, Collateral, Collateral’s Management, and Collateral’s Tenants. Potential Investor agrees to not (i)seek to gain access to any non-public areas of the collateral securing the Loan or (ii) communicate with any borrower,management company employed in regards to any collateral securing the Loan, or any borrower’s partners in the ownership ofany collateral securing the Loan, including the officers, managers, employees, and agents of the forgoing without the priorwritten consent of Owner , 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 parties withrespect to the subject matter hereof, and may not be altered, varied, revised or amended, except by an instrument in writingsigned 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: $72.5 Million Non-Performing Luxury Hospitality LoanLocation: San Francisco, CAPotential Investor:Potential Investor’s Representative (if any):Accepted and Agreed to this ______ day of _______________________________________, 2024.POTENTIAL INVESTOR:CompanySignatureNameTitleDateAddress 1City, State, and Zip CodeTelephoneEmail Address