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CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 1 of 3Loan: $35 Million Non-Performing Office LoanLocation: Troy, Michigan (further described in the Offering Materials as the (“Property”)Potential Investor:Upon execution of this Confidentiality and Conditions OfferingAgreement (this “Agreement”), please remit entire Agreement as ascanned image via email to:Attention : Jayde HouseEmail Address : Jayde.House@jll.com1. General Terms. Jones Lang LaSalle Americas, Inc., a Maryland corporation (“JLL”), represents Loan Owner (as defined in the OfferingMaterials) as Loan Owner’s exclusive agent or broker for the potential sale of the loan (The “Loan”). This Confidentiality andConditions of Offering Agreement (the "Agreement") will confirm the mutual understandings of Potential Investor, JLL, and LoanOwner in connection with the disclosure and review of any and all information regarding the Loan Owner or the Loan that is providedto Potential Investor or any Related Party (as defined below) by Loan Owner, JLL or any representative of Loan 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 Loanor the Loan Owner (the “Offering Materials”). Loan Owner and/or JLL may make the Offering Materials available in written, electronic,or verbal form to the Potential Investor following JLL’s receipt of this Agreement, duly executed by Potential Investor. The OfferingMaterials shall not include information that (i) is or becomes generally available to the public, (ii) was in the possession of PotentialInvestor or any Related Party prior to the date of the Agreement (and is not subject to any pre-existing confidentiality agreement infavor of Loan Owner, any affiliate thereof, and/or JLL), (iii) was obtained by the undersigned or any Related Party from a third partywho, to the knowledge of Potential Investor and the Related Parties, is not subject to any confidentiality agreement regarding suchinformation, or (iv) is independently developed by Potential Investor or any Related Party without reliance 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 the Loan Owner andJLL. The Offering Materials will be used by the Potential Investor solely for the purpose of evaluating the possible acquisition of theLoan and not for any purpose unrelated to the possible acquisition of the Loan. The Offering Materials may not be copied orduplicated without the Loan Owner's and JLL’s prior written consent, and must be returned to JLL (or with JLL’s permission, destroyedby Potential Investor and any Related Party, and in such instance Potential Investor shall certify in writing to JLL and Loan Ownerthat such information has been so destroyed) immediately upon request, without retaining any copies of such Offering Materials.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 considered confidential and proprietary information of Loan Owner and/orJLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or discloseany of the contents thereof, to any person without Loan Owner’s prior written consent; provided, however, that the Offering Materialsmay 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 evaluationof the Loan. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials andthe terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictlyconfidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was thePotential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to betaken by Potential Investor would constitute a breach of or a default under the terms hereof, the such act or omission by suchRelated Party shall be deemed to be a breach of the terms hereof by Potential Investor and Potential Investor agrees to beresponsible for the breach made by such Related Party4. 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 purchase of the Loan. Potential Investor will not look to JLL or to Loan Owner for anybrokerage commission, finder’s fee, or other compensation in connection with the sale of the Loan or any interest therein. PotentialInvestor acknowledges that it has not had any discussion regarding the Loan with any broker or agent other than the PotentialInvestor’s Representative (if any) identified above. Potential Investor shall indemnify and hold Loan Owner and JLL and theirrespective officers, directors, shareholders, partners, members, employees, agents and representatives and any affiliate, successoror assign thereof (collectively, the “Loan Owner/JLL Related 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) ofany kind, nature or character relating to the Property by any agents or brokers (including any Potential Investor’s Representative)
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 2 of 3Loan: $35 Million Non-Performing Office LoanLocation: Troy, Michigan (further described in the Offering Materials as the (“Property”)Potential Investor:(other than JLL) resulting from (i) any failure by Potential Investor or any Related Party to disclose any relationship Potential Investormay have with respect to any broker or other intermediary, (ii) any failure by Potential Investor to pay any amounts claimed by anybroker or other intermediary (including, without limitation, any Potential Investor’s Representative), other than JLL, in connectionwith the marketing or sale of the Loan and (iii) any breach or default hereunder by Potential Investor and/or any deemed breach ordefault hereunder by any Related Party.5. No Representations as to Offering Materials or Condition of Property. Potential Investor understands and acknowledges that neitherLoan Owner, JLL nor any Loan Owner/JLL Related Party makes any representation or warranty as to the accuracy or completenessof the Offering Materials or the condition of the Loan in any manner. The Potential Investor further understands and acknowledgesthat the information used in the preparation of the Offering Materials was furnished by Loan Owner and has not been independentlyverified by JLL, and is not guaranteed as to completeness or accuracy. Potential Investor agrees that neither Loan Owner, JLL, norany Loan Owner/JLL Related Party shall have any liability for any reason to the Potential Investor or any of its representatives orRelated Parties resulting from the use of the Offering Materials by any person in connection with the sale of, or other investmentsby Potential Investor in the Loan whether or not consummated for any reason. Neither Loan Owner, JLL nor any Loan Owner/JLLRelated Party is under any obligation to notify or provide any further information to Potential Investor or any Related Party if eitherLoan Owner or JLL becomes aware of any inaccuracy, incompleteness or change in the Offering Materials. The undersignedacknowledges that neither Loan Owner, JLL nor any Loan 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 purposewhatsoever, and any representation or warranty in connection therewith is hereby expressly excluded. The Offering Materialsprovided to the undersigned are subject to, among other things, correction of errors and omissions, additions or deletion of terms,and withdrawal upon notice. The undersigned agrees that neither Loan Owner, JLL, nor any Loan Owner/JLL Related Party shallhave any liability to Potential Investor and/or any Related Party resulting from the delivery to, or use by the undersigned of theOffering Materials or otherwise with respect thereto. Potential Investor and Related Parties shall rely only their own due diligenceand investigation of the Loan and corresponding collateral, including but not limited to any 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 been offeredfor sale subject to withdrawal of the Loan from the market at any time or rejection of any offer because of the terms thereof, or forany other reason or no reason whatsoever, without notice, as well as the termination of discussions with any party at any timewithout notice for any reason or no 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, Potential Investor and such Related Party may be liable to Loan Owner and/or JLL for such breach, Loan Owner and/orJLL shall 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 Loan Owner and/or JLL may have with respect to any breach by Potential Investor and/or any RelatedParty, Potential Investor on behalf of its and any Related Party, hereby acknowledges and agrees that (a) damages would not be anadequate remedy for any breach of the terms of this Agreement by Potential Investor and/or any Related Party, (b) it is not awareof and will not seek to advance any reason why Loan Owner and/or JLL should not be entitled to the remedies of injunction, specificperformance and other equitable relief for any threatened or actual breach of the terms of this Agreement by Potential Investorand/or any any Related Party and (c) no proof of special damages shall be necessary for the enforcement of the terms of thisAgreement.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 seek to gainaccess to any non-public areas of the collateral or communicate with collateral’s management employees, the borrower and theborrower’s partners in the ownership of the collateral, without the prior consent of Loan Owner or JLL, which consent may bewithheld in the Loan Owner’s sole discretion, unless in the ordinary course of business, but not regarding this specific Loan.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 the
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 3 of 3Loan: $35 Million Non-Performing Office LoanLocation: Troy, Michigan (further described in the Offering Materials as the (“Property”)Potential Investor:parties subsequent to the date of this Agreement. The parties have not made any other agreement or representation with respectto such matter.Accepted and Agreed to this ______ day of _______________________________________, 2024.POTENTIAL INVESTOR:CompanySignatureNameTitleDateAddress 1Address 2City, State, and Zip CodeTelephoneEmail Address