2025-01-15 Order Authorizing Jones Lang Lasalle Americas, Inc (Doc 312, received 2025-01-23)Case 24-11647-MFW Doc 312 Filed 01/15/25 Page 1 of 5
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
Case No. 24-11647 (MFW)
Jointly Administered
RE: D.I. 261
In re:
SilverRock Development Company, et al.,
Debtors.'
ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT
OF JONES LANG LASALLE AMERICAS, INC. AS
REAL ESTATE BROKER AND ADVISOR TO THE DEBTORS
Upon consideration of the application (the "Application") of the above -captioned debtors and debtors
in possession (collectively, the "Debtors"), for entry of an order pursuant to sections 105(a), 327(a),
328(a), and 363(b) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules
2014-1 and 2016-2, authorizing the retention and employment of Jones Lang LaSalle Americas,
Inc. ("JLL") as exclusive real estate broker and advisor to the Debtors with respect to the Project
in accordance with the terms and conditions set forth in the Agreement; and upon the Adkison
Declaration and the Supplemental Declaration of Jeff Adkison in Support of Debtors ' Application
for Entry of an Order: (I) Authorizing the Retention and Employment of Jones Lang LaSalle
Americas, Inc. as Real Estate Broker and Advisor to the Debtors Effective as of December 23,
2024; and (II) Granting Related Relief [D.I. 294] (the "Supplemental Adkison Declaration," and
together with the Adkison Declaration, the "Adkison Declarations"); and upon the Wilson
Declaration; and the Court being satisfied, based on the representations made in the Application
and the Adkison Declarations, that JLL and its professionals are "disinterested" as such term is
defined in section 101(14) of the Bankruptcy Code, and neither hold nor represent any interest
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification
number, as applicable, are: SilverRock Development Company, LLC (5730), RGC PA 789, LLC (5996), SilverRock
Lifestyle Residences, LLC (0721), SilverRock Lodging, LLC (4493), SilverRock Luxury Residences, LLC (6598) and
SilverRock Phase I, LLC (2247). The location of the Debtors' principal place of business and the Debtors' mailing
address is 343 Fourth Avenue, San Diego, CA 92101.
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adverse to the Debtors' estates; and the Court having jurisdiction to consider the Application and
the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing
Order of Reference from the United States District for the District of Delaware, dated February 29,
2012 (Sleet, C.J.); and consideration of the Application and the requested relief being a core
proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28
U.S.C. §§ 1408 and 1409; and due and proper notice of the Application having been given, and it
appearing that no other or further notice need be provided; and the Court having reviewed the
Application and determined that the legal and factual bases set forth in the Application establish
just cause for the relief granted herein; and upon all of the proceedings had before the Court and
after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:
1. The Application is APPROVED as set forth herein.
2. Subject to the terms of this Order, the Debtors are authorized, pursuant to sections
327(a), and 328(a) of the Bankruptcy Code, Bankruptcy Rule 2014(a), and Local Rule 2014-1,
to retain and employ JLL as their exclusive real estate broker and advisor with respect to the
Project in accordance with the terms and conditions set forth in the Agreement, and to
compensate JLL on the terms and at the times specified in the Agreement.
3. The terms of the Agreement attached hereto as Exhibit 1 are approved in all
respects except as limited or modified herein.
4. JLL shall perform all of the Services and its obligations pursuant to the
Agreement in accordance with the terms and provisions of the Agreement, as modified by this
Order.
5. JLL's compensation, as set forth in the Agreement is approved pursuant to section
328(a) of the Bankruptcy Code. JLL shall be compensated, pursuant to section 328(a) of the
Bankruptcy Code, based on the commissions and amounts set forth in the Agreement and the
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ACTIVE\4905-2146-8680.v1-12/19/24
Application.
6. Except as set forth herein, JLL is hereby exempt from the information and reporting
requirements of Local Rule 2016-2(d) and shall not be required to file applications for allowance and
payment of compensation, so long as JLL complies with the Fee and Expense Structure; provided
however, that in connection with any motion filed by the Debtors to approve or authorize a
Transaction involving the Project, the Debtors shall disclose the Success Fee to be paid to JLL
in connection therewith.
7. Notwithstanding the foregoing, in the event that, during the pendency of these
Chapter 11 Cases, JLL seeks reimbursement for any attorneys' fees and/or expenses, JLL shall
file a fee application attaching the invoices and supporting time records from such attorneys,
appropriately redacted to preserve applicable privileges, and such invoices and time records shall
be in compliance with the Local Bankruptcy Rules, and shall be subject to the U.S. Trustee
Guidelines and approval of the Court under the standards of sections 330 and 331 of the
Bankruptcy Code, without regard to whether such attorney has been retained under section 327
of the Bankruptcy Code and without regard to whether such attorneys' services satisfy section
330(a)(3)(C) of the Bankruptcy Code; provided, however, that JLL shall not be permitted to seek
reimbursement from the Debtors' estates for any attorney's fees incurred in defending against any
objections to any of DLL's fee applications filed in these Chapter 11 Cases.
8. JLL is hereby excused from (a) the requirement to maintain or provide time
records for services rendered and (b) providing or conforming to any schedule of hourly rates.
9. The indemnification, contribution, and reimbursement provisions of the
Agreement are approved, subject, during the pendency of the chapter 11 cases, to the following:
(a) No party shall be entitled to indemnification, contribution, or reimbursement
pursuant to the Agreement for services, unless such services and the
indemnification, contribution, or reimbursement therefore are approved by this
Court.
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(b) The Debtors shall have no obligation to indemnify JLL (or its officers, directors,
shareholders, partners, members or employees (collectively, the "JLL Parties"),
for any claim or expense to the extent that it is either: (i) judicially determined
(the determination having become final) to have arisen from the JLL Parties' bad
faith, gross negligence, willful misconduct, fraud, breach of fiduciary duty, if any,
or self -dealing; (ii) for a contractual dispute in which the Debtors allege the
breach of the JLL parties' contractual obligations unless the Court determines
that indemnification, contribution, or reimbursement would be permissible under
In re United Artists Theater Company, 315 F.3d 217 (3d Cir. 2003), or (iii) settled
prior to a judicial determination as to the exclusions set forth in clauses (i) and
(ii) above, but determined by this Court, after notice and a hearing, to be a claim
or expense for which such the JLL Parties should not receive indemnity,
contribution, or reimbursement under the terms of the Agreement as modified by
this Order; and
(c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in
the chapter 11 cases (that order having become a final order no longer subject to
appeal) and (ii) the entry of an order closing the chapter 11 cases, JLL believes
that it is entitled to the payment of any amounts by the Debtors on account of the
Debtors' indemnification obligations under the Agreement (as modified by this
Order), including, without limitation, the advancement of defense costs, JLL
must file an application therefor in this Court, and the Debtors may not pay any
such amounts to JLL or any JLL Party before the entry of an order by this Court
approving the payment. This subparagraph (c) is intended only to specify the
period of time under which the Court shall have jurisdiction over any request for
fees and expenses by JLL and the other JLL Parties for indemnification, and not
a provision limiting the duration of the Debtors' obligation to indemnify the JLL
Parties. All parties in interest, including, for the avoidance of doubt, the United
States Trustee, shall retain the right to object to any demand by any JLL Party for
indemnification.
10. Notwithstanding anything to the contrary in the Application, the Agreement or
the Adkison Declarations, any limitations of liability pursuant to the terms and conditions set
forth in the Agreement shall be of no force or effect during the pendency of these Chapter 11
Cases, and the waiver of consequential damages set forth in Paragraph 10 of the Agreement
shall be of no force or effect during the pendency of these Chapter 11 cases with respect to any
claim that is judicially determined (the determination having become final) to have arisen from
JLL's bad faith, gross negligence, willful misconduct, or fraud.
11. No agreement or understanding exists between JLL and any other person, other
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than as permitted by Bankruptcy Code section 504, to share compensation received for services
rendered in connection with these cases, nor shall JLL share or agree to share compensation
received for services rendered in connection with these cases with any other person other than
as permitted by Bankruptcy Code section 504.
12. The Debtors and JLL are authorized to take all actions necessary to effectuate the
relief granted pursuant to this Order.
13. The relief granted herein shall be binding upon any chapter 11 trustee appointed
in the chapter 11 cases, or upon any chapter 7 trustee appointed in the event of a subsequent
conversion of the chapter 11 cases to cases under chapter 7.
14. To the extent that this Order is inconsistent with the Agreement, the terms of this
Order shall govern.
15. The Court retains jurisdiction over any and all matters arising from or related to
the implementation of this Order.
Dated: January 15th, 2025 MARY F. WA TH
Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE
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Exhibit 1
Case 24-11647-MFW Doc 312-1 Filed 01/15/25 Page 2 of 12
(0)JLL
EXCLUSIVE LISTING AGREEMENT
This Exclusive Listing Agreement ("Agreement") is dated as of January 2025 (the "Effective Date"), between
SilverRock Development Company, LLC., SilverRock Luxury Residences, LLC., SilverRock Lodging, LLC., SilverRock
Lifestyle Residences, LLC., SilverRock Phase I, LLC., and RGC PA 7, 8, 9, LLC (collectively, "Owner") and Jones Lang
LaSalle Americas, Inc. ("JLL" or "Broker").
1. Basic Agreement Information. This Section 1 contains the basic terms of this Exclusive Listing Agreement (this
"Agreement") between the Owner (as hereinabove defined) and the Broker (as hereinabove defined). All other Sections
of this Agreement are to be read in conjunction with the basic terms contained in this Section.
a. Effective Date: January _, 2025
b. Owner/ Owner's Representative: SilverRock Development Company, LLC., SilverRock Luxury
Residences, LLC., SilverRock Lodging, LLC., SilverRock Lifestyle Residences, LLC., SilverRock Phase I,
LLC., and RGC PA 7, 8, 9, LLC/Douglas Wilson.
c. Broker: Jones Lang LaSalle Americas, Inc. ("JLL"), a Maryland corporation, licensed California Real
Estate Broker #01223413.
d. Designated Agent(s): For the purposes of this agreement Broker's Designated Agents shall be Jeff
Adkison, Jordan Angel and Tony Muscio, and, except as set forth in Paragraph 22, this designation
shall be to the exclusion of all other licensees sponsored by Broker.
e. Property: SilverRock Development, located in La Quinta, CA, and further described in Exhibit A
attached hereto.
f. Term: 365 days following the Effective Date.
g. Post Term Protection Period: 365 days following the expiration of the Term.
h. Success Fee: Two percent (2%) of the Gross Purchase Price (as defined below).
i. Expense Reimbursement: Removed.
j. Structuring Advisory Fee: A non-refundable payment of $500,000, payable upon approval of this
Agreement by the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court")
and credited towards the payment of any Success Fee(s) due to JLL under this Agreement.
k. Should this Agreement be extended on a month to month basis after the Term expires and upon the
mutual written agreement of both Owner and Broker a monthly advisory fee of an amount to be
determined, subject to approval of the Bankruptcy Court, will be paid monthly to Broker starting 365
days from Effective Date and continuing until this Agreement is canceled at which point the Post Term
Protection Period will begin.
2. Renewal of Term. The Term shall be as set forth in Section 1 (f) above; provided, however, that if Owner and Broker
agree, as evidenced by and subject to the execution by Owner and Broker of a written amendment to this Agreement
so stating, then the Term shall be extended to such date as set forth more particularly in such written amendment.
3. Exclusive A2encv and Post Term Protection Period. Owner engages Broker as Owner's exclusive agent with respect
to the sale of the Property (collectively along with senior first mortgage debt financing and equity placement transactions
as contemplated by the applicable riders, the "Transaction") for the Term. The Owner agrees to refer all inquiries by
prospective purchasers, capital sources, brokers and any other interested parties to Broker during the Term.
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Owner shall pay the Success Fee listed in 1 (h) to Broker if Owner (a) sells the Property to a prospective purchaser within
the Term and the closing thereof is consummated, (b) sells the Property to a prospective purchaser pursuant to a contract
for sale, letter of intent, or application, (as the same may be amended) entered into during the Term and the closing thereof
is consummated, or (c) sells the Property to a prospective purchaser pursuant to a contract for sale, letter of intent, or
application (as the same may be amended) entered into during the Post Term Protection Period, and the closing thereof is
consummated, provided that in the instance of sale described in item (c) above, (i) Broker shall have submitted to Owner
in writing the name of the prospective purchaser during the Term or prior to the date which is fifteen (15) business days
after the termination of the Term and/or (ii) such prospective purchaser shall be a party with whom Broker had presented
offering materials regarding the sale of the Property.
The terms "prospective purchaser" and "purchaser" as used herein shall include any nominee, affiliate, successor or assign
of a prospective purchaser or purchaser.
Any and all references to the words "Property", "sells the Property" or "sale of the Property" contained herein shall be
deemed to include any sale of all or any portion of the fee interest, leasehold interest and/or all or any portion of any
beneficial ownership interests of the entity that directly or indirectly owns the Property (including but not limited to the
sale of all or any portion of any partnership interests, stock, etc. in the ownership entity) in one or more transactions.
4. Success Fee. In consideration of the services to be rendered by Broker pursuant to this Agreement, Owner shall pay
to Broker the Success Fee noted in Section 1(h) above on the date of the closing of any sale of the Property via wire
transfer or certified check. Owner hereby authorizes the title company, escrow agent or other closing agent to pay the
fee to Broker at closing in the manner specified in the preceding sentence.
The term "Gross Purchase Price" as used herein shall mean the total consideration for the purchase and sale of the
Property, and any and all costs or expenses paid by the prospective purchaser that would ordinarily and customarily
be paid by the Owner (i.e., Broker's fee, doc stamps, transfer stamps, and any other expenses of closing etc.).
In the event of a sale of less than a 100% interest in the Property, the Gross Purchase Price shall be adjusted to reflect
a sale of a 100% interest in the Property.
If the closing of a sale is not completed for any reason whatsoever, then no Success Fee shall be due Broker with respect
to that sale, however, Broker shall be entitled to retain the Structuring Advisory Fee and the receipt of the Reimbursable
Expenses as detailed in Section 5. Notwithstanding the above, if a purchase contract is entered into and the Owner willfully
defaults on the contract through no fault of the prospective purchaser, the Owner shall pay Broker the Success Fee as well
as the Reimbursable Expenses (as hereinafter defined).
5. Expense Reimbursement. Expenses shall be approved by the Owner or Owner's Representative prior to approval of
expense reimbursement.
6. Owner Approval of All Offering Materials. Owner shall pre -approve all sales and marketing materials (and the
statements contained therein) and shall be deemed to have approved them to the extent Owner fails to notify Broker
in writing of any objection thereto within five (5) days of Broker's presentation thereof to Owner.
7. Marketing of the Property and Marketing Status Reports. Upon Owner's written request, Broker shall submit to
Owner for Owner's review and approval (not to be unreasonably withheld or delayed) the names of any prospective
purchaser prior to dissemination of any sales and marketing materials to such prospective purchaser. If Owner has not
responded or objected to any name within five (5) days of Broker's submission of the names, then the list shall be
deemed approved by Owner.
From and after the date which is forty-five (45) days following the Effective Date, Broker shall reasonably cooperate
with any licensed real estate brokers or agents (the "Cooperating Agent") representing a prospective purchaser;
provided, (a) the prospective purchaser has not been previously contacted by Broker as part of Broker's marketing of
the Property; (b) prospective purchaser notifies Broker in writing that (i) the Cooperating Agent is representing the
prospective purchaser in the acquisition of the Property and (ii) the prospective purchaser and the Cooperating Agent
both agree in writing (A) that the prospective purchaser will pay the Cooperating Agent's fees, commissions, costs
and expenses in connection with any transaction or potential transaction involving the purchase of the Property (any
such transaction or potential transaction, a "Transaction") and (B) to indemnify, defend and hold both Broker and
Owner harmless from and against any claims, costs or expenses that the Cooperating Agent might make against Broker
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or Owner; and (C) Broker shall not be obligated to share any part of its Success Fee as herein above with any
Cooperating Agent unless otherwise agreed by Broker in Broker's sole and absolute discretion.
Broker shall provide Owner (as requested by Owner) with written reports summarizing all activities of Broker in
connection with the Property, including summaries of marketing and media efforts.
Broker shall maintain records of the offering package or the portions of the offering package delivered to a prospect
and the dates such deliveries were made. Broker shall also keep other adequate books and records pertaining to its
services under this Agreement and shall allow Owner upon prior written notice to examine such books and records,
at any time prior to the date that is one hundred eighty (180) days following the end of the Term. During such period,
Broker shall make available to Owner all records and correspondence relative to specific prospective purchasers as
may be necessary or helpful to Owner.
8. Broker's Duties and Responsibilities. Without limitation of any other service to be provided by Broker as described
herein, during the Term Broker shall provide the following services: (1) accept, deliver and present to Owner offers and
counteroffers to buy, sell, or lease the Property; (2) assist Owner in developing, communicating, negotiating, and
presenting offers and counteroffers until a sale or lease agreement is signed and all contingencies are satisfied or waived;
and (3) answer Owner's questions relating to any offer, counteroffer, notice or contingency. Broker shall market the
Property to prospective purchasers as Broker deems appropriate in its sole and absolute discretion, unless Owner otherwise
so specifies to Broker in writing pursuant to the Notice provision below.
9. Broker's Independent Contract Status. Broker is an independent contractor under this Agreement. Nothing contained
herein or in the relationship of Owner and Broker shall be deemed to constitute a partnership, joint venture or any other
relationship between Owner and Broker except as may be expressly set forth in this Agreement. Broker does not have the
authority to bind Owner or any potential purchaser to any contract to purchase or sell the Property. Owner fully understands
that Broker has no authority to bind any potential purchaser and Owner has not and will not rely on any representation or
statement to the contrary unless contained in a writing signed by the potential purchaser to be bound.
10. Waiver of Claims. Because damages under this Agreement that may be incurred by either party hereto are speculative
in nature and are not subject to being estimated at the time of the execution of this Agreement, Broker and Owner
hereby agree that neither Broker nor Owner shall be liable to the other for any special, consequential, incidental or
punitive damages with respect to any claims relating to the Transaction(s) contemplated hereunder, even if the other
party has been advised of the possibility of such damages and regardless of the nature of such other party's acts or
failures to act. Furthermore, by their respective execution, Broker and Owner waive any right to claim or seek any
such damages. The provisions of this Section shall survive the expiration or earlier termination of this Agreement.
11. Indemnities.
(a) Owner agrees to indemnify, defend and hold harmless "Broker" from and against any third -party Claims (as
hereinafter defined) as and to the extent arising as a result of, or otherwise in connection with (a) any
misrepresentations or material omissions in any marketing information approved in writing by Owner or any other
information Owner may elect to provide to (or refrain from providing to) "Broker" or any other party to
any Transaction; (b) any photographic images, time lapse renderings, sketches or other media, provided to Broker
by the Owner for use in connection with the marketing of the Property; (c) any Owner default under any
agreement relating to the Transaction; and (d) Owner's gross negligence or willful misconduct.
(b) Broker agrees to indemnify, defend and hold harmless, "Owner" from and against any and all third -party Claims
as and to the extent arising as a result of or otherwise in connection with (a) any breach by Broker under this
Agreement and/or (b) Broker's gross negligence or willful misconduct in the performance of its duties hereunder.
(c) As used herein, (i) "Claims" means any and all fines, losses, damages, suits, claims, actions, demands, liabilities,
costs and expenses (including, without limitation, attorney's fees), and (ii) "Owner" and "Broker" (in each
instance with quotations included) shall include any officer, director, shareholder, partner, member or employee
thereof.
(d) The provisions of this Section shall survive the expiration or earlier termination of the Term and/or this Agreement
for a period of one (1) year from the date of the earlier to occur of such expiration or earlier termination.
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12. Limitation of Liability. Notwithstanding the terms of the preceding paragraph, Broker and Owner both agree that if
either party should become liable to the other for any cause whatsoever arising out of, or in any way related to this
Agreement (including but not limited to any indemnification obligations hereunder), then the liability of either such
party shall not exceed $250,000. The liability cap of the preceding sentence shall not apply to any claim by Broker
for Owner's failure to pay Broker any fee or expense reimbursable hereunder. The provisions of this Section shall
survive the expiration or earlier termination of this Agreement.
13. Legal Costs and Expenses. Without limiting any other provisions set forth herein, in the event that Broker is subjected
to legal process, discovery or called as a witness in any proceedings regarding any aspect of the Transaction, Owner
agrees to pay any third -party costs (including, without limitation, attorney fees) incurred in connection with Broker's
response to, or participation in, such proceedings (unless and to the extent such proceedings arise solely as a result of
Broker's negligence or willful misconduct). If either party shall institute any action or proceeding against the other
relating to enforcement of this Agreement, the unsuccessful party in the action or proceeding will reimburse the
prevailing party for all reasonable expenses, attorneys' fees, and disbursements.
14. Notice Provisions. Any notice required or permitted to be given pursuant to this Agreement shall be in writing and
shall be deemed given when delivered (a) by registered or certified mail, United States Postal Service, postage prepaid,
return receipt requested to the respective address listed below; (b) by email, with confirmation of receipt, followed by
a copy given in accordance with the provisions in subparagraph (a) or (b); or (c) by a generally recognized commercial
courier service or overnight delivery service, with receipt for delivery. Addresses for purposes of the foregoing are:
To Broker:
To Owner:
Copy to Legal:
Jones Lang LaSalle Americas, Inc.
2029 Century Park East
30th Floor
Los Angeles, CA 90067
Attn: Jeff Adkison
Phone: 310-595-3836
Email:Jeff.Adkison(aiiii.com
SilverRock Development Company, LLC
c/o Douglas Wilson Companies
1620 Fifth Ave. Suite 400
San Diego, CA 92101
Attn: Douglas Wilson
Phone: 619-906-4312
Email: dwilson@douglaswilson.com
Armstrong Teasdale LLP
1007 N. Market Street, 3rd Floor
Wilmington, DE 19801
Attn: Jonathan M. Stemerman, Esq.
Phone: 302-416-9670
Email: jstemerman(mat11p.com
15. Owner's Disclosures. Owner shall disclose to Broker and to prospective purchasers any information that Owner has,
to the best of Owner's knowledge, regarding the physical and financial condition of the Property, including, but not
limited to, rent rolls, operating statements, general ledgers, the presence and location of asbestos, mold, PCB
transformers, and other toxic, hazardous or contaminated substances in, on, under or about the Property, as well as
any other environmental or engineering or structural issues the Owner is aware of. Additionally, Owner shall disclose
material adverse changes to any of the above during the Term or Post Term Protection Period.
16. Purchase and Sale Agreement, Partnership Agreement and Closing Statement. Owner agrees to provide to
Broker no later than within five (5) business days: (i) a copy of the fully executed purchase and sale and/or partnership
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agreement for the Property when executed by all parties; and (ii) a copy of the fully executed closing statement when
the sale of the Property is closed.
17. Bankruptcy Court Approval. Broker and Owner understand and agree that this Agreement is subject to the approval
of the Bankruptcy Court and, if not approved, will be deemed null and void. Owner and Broker further understand and
agree that any Bankruptcy Court order approving this agreement may modify the terms of this agreement and such order
shall control, provided however that no such order shall be entered without the consent of Owner and Broker.
18. Advertising. Upon the consummation of a sale of the Property, Broker shall have the right to issue press releases
regarding the transaction. Additionally, Broker may advertise such sale, provided that such advertisement shall not
include any details of the terms of the sale other than Broker's participation in the Transaction, and the identity of the
purchaser and seller. Broker may request to include additional details regarding the terms of the sale, but any such
additional details shall be subject to Owner's written consent, not to be unreasonably withheld or delayed.
19. Severability. If any term or provision of this Agreement is held to be void or unenforceable, such term or provision
will be ineffective and separable from the remaining terms and provisions of this Agreement without invalidating the
remaining terms or provisions of this Agreement. In lieu of any invalid or unenforceable provision, a valid and
enforceable provision will automatically be added containing terms as similar as possible to the ineffective provision
and the parties request the court or any arbitrator to whom disputes relating to this Agreement are submitted to reform
the ineffective provision in accordance with this paragraph.
20. Right to Assign. Any Transaction(s) arising under this Agreement is intended to constitute the sale or financing of
real estate or an interest therein, and not the sale of a security. In the event that, in the reasonable judgement of Broker,
a Transaction under this Agreement may constitute the sale of a security, Broker shall have the right to assign its rights
and obligations hereunder to any of its affiliates that hold appropriate securities broker dealer licenses, and such
affiliate shall assume all rights and obligations of Broker hereunder with respect to services requiring a securities
broker dealer license.
21. Photography and Drawings. If the photography, media, time lapse images and other work product (collectively
referred to as the "Work Product") of a professional photographer engaged in connection with the marketing of the
Property, is requested by Owner for use in any way other than Broker's marketing efforts, Broker shall use
commercially reasonable efforts to ensure that Owner may (at its sole cost and expense) obtain usage rights of the
Work Product at an additional charge from the photographer.25. License Numbers. The license numbers of JLL
and of each of the members of the Listing Team licensed in California are set forth in the table below:
Name
License Number
Jeff Adkison
01190791
Jordan Angel
01419993
Tony Muscio
01707177
Jones Lang LaSalle Americas, Inc.
01223413
22. Real Estate Agency Relationship Disclosure. Owner acknowledges that it has received the "Disclosure Regarding
Real Estate Agency Relationship" attached hereto as Exhibit B.
23. OFAC. Owner represents and warrants that neither it nor any of its employees is a person or entity with whom U.S.
entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the
Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under
any statute, executive order or other governmental action.
24. Miscellaneous. JLL is a real estate broker licensed with the California Department of Real Estate, License
Number 01223413. This Agreement, together with the Exhibits and Data Privacy Addendum attached hereto,
contains the entire agreement between the parties and supersedes any and all discussions or agreements,
representations or statements, oral or written, made prior to or contemporaneously with the execution hereof.
This Agreement may be executed in one or more counterparts, each of which counterpart a) shall be deemed an
original, b) shall be binding upon and inure to the benefit of the parties hereto and their heirs, successors and
assigns, and c) shall be effective and valid under applicable law. The parties agree that an electronic signature
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will be considered an original signature. Any agreement hereafter made shall be ineffective to modify this
Agreement, unless such agreement is in writing and signed by both Owner and Broker. The individual(s)
executing this Agreement on behalf of Owner, warrant and represent that, with respect to the agreements
contained herein, he or she has the authority to bind Owner, persons owning an interest in Owner. Each of
Owner and Broker agrees to offer the Property in compliance with all applicable anti -discrimination laws,
statues, and ordinances. Owner agrees to comply with all applicable federal, state, and local, laws, regulations,
codes, ordinances, and administrative orders which pertain to and have jurisdiction over the Property and Owner,
including without limitation, the 1964 Civil Rights Act, the Foreign Investment in Real Property Tax Act
(FIRPTA), the Comprehensive Environmental Response Compensation Act, the Americans with Disabilities
Act, and all amendments thereto as may apply.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
BROKER:
Jones Lang LaSalle Americas, Inc. ("JLL"), a Maryland corporation
By:
Approved Signatory
Agreed and accepted as of the
OWNER
Name:
By:
Name:
Title:
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By: By:
Licensed Broker Producer
day of January, 2025.
Case 24-11647-MFW Doc 312-1 Filed 01/15/25 Page 8 of 12
EXHIBIT A
PROPERTY NAME: SilverRock Development, also known as Talus La Quinta, in La Quinta, CA
LOCATION: South of 52ndAvenue, West of Jefferson Street in La Quinta, CA
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Case 24-11647-MFW Doc 312-1 Filed 01/15/25 Page 9 of 12
EXHIBIT B
DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
(as required by the California Civil Code)
When you enter into a discussion with a real estate agent regarding a real estate transaction, you should from the outset understand what type of agency relationship or representation you wish to
have with the agent in the transaction.
SELLER'S AGENT
A Seller's agent under a listing agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmative obligations:
To the Seller:
a. A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Seller.
To the Buyer and the Seller:
a. Diligent exercise of reasonable skill and care in performance of the agent's duties.
b. A duty of honest and fair dealing and good faith.
c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of,
the parties.
An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above.
BUYER'S AGENT
A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situations, the agent is not the Seller's agent, even if by agreement the agent may receive
compensation for services rendered, either in full or in part from the Seller. An agent acting only for a Buyer has the following affirmative obligations:
To the Buyer:
a. A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer.
To the Buyer and the Seller:
a. Diligent exercise of reasonable skill and care in performance of the agent's duties.
b. A duty of honest and fair dealing and good faith.
c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of,
the parties.
An agent is not obligated to reveal to either party any confidential information obtained from the other party that does not involve the affirmative duties set forth above.
AGENT REPRESENTING BOTH SELLER AND BUYER
A real estate agent, either acting directly or through one or more salespersons and broker associates, can legally be the agent of both the Seller and the Buyer in a transaction, but only with the
knowledge and consent of both the Seller and the Buyer. In a dual agency situation, the agent has the following affirmative obligations to both the Seller and the Buyer:
a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer.
b. Other duties to the Seller and the Buyer as stated above in their respective sections.
In representing both Seller and Buyer, a dual agent may not, without the express permission of the respective party, disclose to the other party confidential information, including, but not limited
to, facts relating to either the Buyer's or Seller's financial position, motivations, bargaining position, or other personal information that may impact price, including the Seller's willingness to
accept a price less than the listing price or the Buyer's willingness to pay a price greater than the price offered.
SELLER AND BUYER RESPONSIBILITIES
Either the purchase agreement or a separate document will contain a confirmation of which agent is representing you and whether that agent is representing you exclusively in the transaction or
acting as a dual agent. Please pay attention to that confirmation to make sure it accurately reflects your understanding of your agent's role.
The above duties of the agent in a real estate transaction do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to
assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent
professional.
If you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent attention and
observation.
Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transaction can be complex and subject
to change.
Throughout your real property transaction you may receive more than one disclosure form, depending upon the number of agents assisting in the transaction. The law requires each agent with
whom you have more than a casual relationship to present you with this disclosure form. You should read its contents each time it is presented to you, considering the relationship between you
and the real estate agent in your specific transaction.
This disclosure form includes the provisions of Sections 2079.13 to 2079.24, inclusive, of the Civil Code set forth on the reverse hereof. Read it carefully.
IIWE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CALIFORNIA CIVIL CODE PRINTED ON THE FOLLOWING
PAGE.
We acknowledge that Agent represents us as (check one):
Tenant/Buyer Landlord/Seller Date
Agent: Jones Lang LaSalle Americas, Inc.
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CA Civil Code Sections 2079.13 through 2079.24 (2079.16 appears on the previous pa2e)
2079.13. As used in this Section and Sections 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings: (a) "Agent" means a person acting under provisions of Title 9
(commencing with Section 2295) in a real property transaction, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with Section 10130) of Part I of Division 4 of the
Business and Professions Code, and under whose license a listing is executed or an offer to purchase is obtained. The agent in the real property transaction bears responsibility for that agent's salespersons or
broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transaction, that
duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate functions. (b) "Buyer" means a transferee in a real property transaction, and includes a person who
executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real
property transaction. "Buyer" includes a vendee or lessee of real property. (c) "Commercial real property" means all real property in the state, except (1) single-family residential real property, (2) dwelling
units made subject to Chapter 2 (commencing with Section 1940) of Title 5, (3) a mobile home, as defined in Section 798.3, (4) vacant land, or (5) a recreational vehicle, as defined in Section 799.29. (d) "Dual
agent" means an agent acting, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real property transaction. (e) "Listing agreement" means a written
contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer, including rendering other services for which a real estate
license is required to the seller pursuant to the terms of the agreement. (1) "Seller's agent" means a person who has obtained a listing of real property to act as an agent for compensation. (g) "Listing price"
is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the seller's agent. (h) "Offering price" is the amount expressed in dollars specified in
an offer to purchase for which the buyer is willing to buy the real property. (i) "Offer to purchase" means a written contract executed by a buyer acting through a buyer's agent that becomes the contract for
the sale of the real property upon acceptance by the seller. (j) "Real property" means any estate specified by subdivision (1) or (2) of Section 761 in property, and includes (I) single-family residential property,
(2) multiunit residential property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as defined in
Section 18007 of the Health and Safety Code, or a mobile home as defined in Section 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained
in Section 10131.6 of the Business and Professions Code. (k) "Real property transaction" means a transaction for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and
seller to act in that transaction, and includes a listing or an offer to purchase. (I) `Single-family residential property" or "single-family residential real property" means any of the following: (I) Real
property improved with one to four dwelling units, including a leasehold exceeding one year's duration. (2) A unit in a residential stock cooperative, condominium, or planned unit development. (3) A mobile
home or manufactured home when offered for sale or sold through a real estate broker pursuant to Section 10131.6 of the Business and Professions Code. (m) `Sell," "sale," or "sold" refers to a transaction
for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transactions for the creation of a real property sales contract within the meaning
of Section 2985, and transactions for the creation of a leasehold exceeding one year's duration. (n) "Seller" means the transferor in a real property transaction and includes an owner who lists real property
with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which they are the owner from an agent on behalf of another. "Seller" includes both a vendor and a lessor
of real property. (o) "Buyer's agent" means an agent who represents a buyer in a real property transaction.
2079.14. (a) A copy of the disclosure form specified in Section 2079.16 shall be provided in a real property transaction as follows: (1) The seller's agent, if any, shall provide the disclosure form to the seller
before entering into the listing agreement. (2) The buyer's agent shall provide the disclosure form to the buyer as soon as practicable before execution of the buyer's offer to purchase. If the offer to purchase is
not prepared by the buyer's agent, the buyer's agent shall present the disclosure form to the buyer not later than the next business day after receiving the offer to purchase from the buyer. (b) The agent providing
the disclosure form specified in Section 2079.16 shall obtain a signed acknowledgment of receipt from the buyer or seller except as provided in Section 2079.15.
2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to Section 2079.14, the agent shall set forth, sign, and date a written declaration of the facts of
the refusal.
2079.17. (a) As soon as practicable, the buyer's agent shall disclose to the buyer and seller whether the agent is acting in the real property transaction as the buyer's agent, or as a dual agent representing both
the buyer and the seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller, the buyer, and the buyer's agent
prior to or coincident with execution of that contract by the buyer and the seller, respectively. (b) As soon as practicable, the seller's agent shall disclose to the seller whether the seller's agent is acting in the
real property transaction as the seller's agent, or as a dual agent representing both the buyer and seller. This relationship shall be confirmed in the contract to purchase and sell real property or in a separate
writing executed or acknowledged by the seller and the seller's agent prior to or coincident with the execution of that contract by the seller. (c) The confirmation required by subdivisions (a) and (b) shall be in
the following form:
(Name of Seller's Agent, Brokerage firm and license number) is the broker of (check one): the seller/landlord; or
both the buyer/tenant and seller/landlord (dual agent)
(Name of Seller's Agent and license number) is (check one): the Seller/Landlord's Agent (salesperson or broker associate)
both the Buyer/Tenant's and Seller/Landlord's agent (dual agent)
(Name of Buyer's Agent, Brokerage firm and license number) is the broker of (check one): the buyer/tenant; or
both the buyer/tenant and seller/landlord (dual agent)
(Name of Buyer's Agent and license number) is (check one): the Buyer/Tenant's Agent (salesperson or broker associate)
both the Buyer/Tenant's and Seller/Landlord's agent (dual agent)
(d) The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. An agent's duty to provide disclosure and confirmation of representation in this
section may be performed by a real estate salesperson or broker associate affiliated with that broker.
2079.19. The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative of a particular agency relationship between an agent and the
seller or buyer. A listing agent and a selling agent may agree to share any compensation or commission paid, or any right to any compensation or commission for which an obligation arises as the result of a
real estate transaction, and the terms of any such agreement shall not necessarily be determinative of a particular relationship.
2079.20. Nothing in this article prevents an agent from selecting, as a condition of the agent's employment, a specific form of agency relationship not specifically prohibited by this article if the requirements
of Section 2079.14 and Section 2079.17 are complied with.
2079.21. (a) A dual agent may not, without the express permission of the seller, disclose to the buyer any confidential information obtained from the seller. (b) A dual agent may not, without the express
permission of the buyer, disclose to the seller any confidential information obtained from the buyer. (c) "Confidential information" means facts relating the client's financial position, motivations, bargaining
position, or other personal information that may impact price, such as the seller is willing to accept a price less than the listing price or the buyer is willing to pay a price greater than offered. (d) This section
does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidential information other than price.
2079.22. Nothing in this article precludes a listing agent from also being a buyer's agent. If a seller or buyer in a transaction chooses to not be represented by an agent, that does not, of itself, make that agent a
dual agent.
2079.23. (a) A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the
written consent of the parties to the agency relationship. (b) A lender or an auction company retained by a lender to control aspects of a transaction of real property subject to this part, including validating the
sales price, shall not require, as a condition of receiving the lender's approval of the transaction, the homeowner or listing agent to defend or indemnify the lender or auction company from any liability alleged
to result from the actions of the lender or auction company. Any clause, provision, covenant, or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation
of this subdivision is against public policy, void, and unenforceable.
2079.24. Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents, and employees or to relieve agents and
their associate licensees, subagents, and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure.
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DA TA PRIVACY ADDENDUM
This Data Privacy Addendum ("Addendum") is incorporated into and amends the Agreement (as defined below). Client and JLL (including any
member(s) of the Jones Lang LaSalle corporate group that is or are party to the Agreement) agree as follows:
DEFINITIONS
"Agreement" means the agreement for the provision of services by JLL to the Client to which this Addendum is attached (including, without
limitation, all statements of work, amendments, addenda (including this Addendum), schedules, and attachments thereto).
"Authorized Sub -processors" means entities JLL engages to provide services for Client that Client has approved to perform the services.
"Client" means the "Client" under the Agreement.
"Controller" means the party that determines the purpose and means of processing personal information.
"Data Privacy Laws" includes any laws, regulations, and secondary legislation, and orders and industry standards implementing or supplementing
such provisions, concerning privacy or data protection in any municipality, state, province or country.
"Personal Information" means any information relating to an identified or identifiable natural person controlled by Client or provided to JLL by
Client. An identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification
number, location data, or an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or
social identity of that natural person.
"Process" and "Processing" means any operation performed upon Personal Information such as collection, organization, storage, alteration, retrieval,
use, dissemination, erasure or destruction.
USE OF PERSONAL INFORMATION AND HANDLING RESTRICTIONS
Where required by applicable Data Privacy Laws, JLL will be data processor and Client will be the data Controller for all Personal Information.
Client will ensure that all privacy notices required to enable JLL and any Authorized Sub -processors to carry out their obligations in relation to the
Personal Information are provided to the relevant data subjects. Client will ensure that any Personal Information transferred to JLL can be lawfully
Processed by JLL or any authorized sub -processors.
JLL acknowledges that it provides services as specified in, or otherwise performed pursuant to the Agreement ("Services"). JLL will only Process
Personal Information on Client's instructions and solely as necessary for JLL to perform the Services and its obligations under this Addendum or to
perform another business purpose as permitted under applicable Data Privacy Laws. JLL will not Process Personal Information for any other purpose
and, will not, alone or jointly with others, determine the purposes or means of Processing the Personal Information. For the avoidance of doubt, JLL
must keep confidential all Personal Information and must not sell, resell, share, lease, assign, rent, sublicense, distribute, transfer, disclose, time-
share or otherwise exchange Personal Information (or any portion thereof) for any reasons (whether or not for monetary or other consideration),
except to the extent that a disclosure or transfer is required by law or is reasonably required by JLL to facilitate its business or maintain its
infrastructure. The acts or omissions of JLL's affiliates (including its employees, agents, representatives, contractors and subcontractors) regarding
Personal Information are deemed the acts or omissions of JLL. The parties agree that any transfer or disclosure of Personal Information between
Client and JLL under the Agreement is not for monetary or other valuable consideration and therefore does not constitute a sale of Personal
Information.
JLL must not combine the Personal Information that it receives from Client with any personal information that it receives from any other person or
entity (or collects from its own interaction with consumers).
To the extent the Services involve cross -border transfers of Personal Information by JLL, JLL must ensure that such transfers comply with applicable
Data Privacy Laws.
JLL will maintain records and information that demonstrate its compliance with all applicable Data Privacy Laws and the requirements of this
Addendum and will make all such records and information available to Client or an auditor Client selects for the purpose of auditing DLL's
compliance. Such audits are limited to one per 12-month period. JLL agrees that Client may take other reasonable and appropriate steps to ensure
that JLL Processes Personal Information in accordance with Data Privacy Laws and the terms of the Agreement. Immediately upon written notice to
JLL, Client may take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Information by JLL or any third -party to
whom JLL has disclosed the Personal Information.
DETAILS OF PROCESSING
The subject matter and duration of Processing are set out in the Agreement, including this Addendum. Processing ceases upon termination or
expiration of the Agreement and any retention periods required under local law.
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The purpose of Processing is to perform the Services and the nature of Processing will consist of using, recording, editing, storing, and accessing
Personal Information, for the purpose of performing Services under the Agreement.
Categories of individuals whose Personal Information may be Processed, unless otherwise defined elsewhere in the Agreement, may include the
following in respect of Client: employees, contractors, vendors, building occupants / tenants / landlords / visitors, and others, and the representatives
of each.
The obligations and rights of JLL are set out in the Agreement, including this Addendum.
If Art. 28(3) of the General Data Protection Regulation ("GDPR") or other Data Privacy Law obliges the Parties to agree on certain details of
Processing, then the Parties will enter into the Standard Contractual Clauses required under GDPR and set out written details of Processing.
4. ACCESS LIMITATIONS
JLL will endeavor to provide access to Personal Information to those personnel who have a need to know to enable JLL to perform its obligations
under the Agreement, and who have agreed in writing to comply with the requirements of this Addendum as if they were JLL. JLL will obtain
Client's prior written authorization before appointing any third -party to Process Personal Information, except for third parties necessary to facilitate
JLL's business operations or infrastructure support, and will ensure that arrangements with any such third -party are governed by a written contract
including terms that offer at least the same level of protection for Personal Information as those set out in this Addendum, and which meet the
requirements of applicable Data Privacy Laws.
JLL will, in accordance with any written request from Client, delete or return Personal Information (and ensure that any third parties it engages do
the same) at the end of the provision of the Services for which the Personal Information was Processed. JLL may retain copies of Personal
Information only to the extent required by, and in accordance with any legal or regulatory requirements or any guidance issued by a supervisory
authority relating to deletion or retention.
5. COMPLIANCE WITH DATA PRIVACY LAWS
JLL will provide Client with all reasonably requested assistance and cooperation to enable Client to comply with its obligations under the Data
Privacy Laws arising under the Agreement, including cooperating with Client to respond to any individuals' requests, inquiries, or assertion of rights
under the Data Privacy Laws with respect to Personal Information. JLL must provide its assistance within any reasonable timeframe specified by
Client. If JLL receives a request directly from an individual or legal / regulatory authority concerning Personal Information, JLL must, to the extent
not prohibited by applicable law or any regulatory authority, promptly forward the request to Client for handling, direct the individual to submit the
request as indicated in Client's privacy statement, and cooperate with any Client instructions regarding the request.
6. PRIVACY PROTECTION
Without in any way limiting any requirements or provisions of the Agreement or this Addendum, JLL warrants that it has adopted and implemented,
and will maintain for as long as this Addendum is in effect or as long as JLL Processes Personal Information (whichever is later), technical and
organizational measures to protect all Personal Information against accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure, and
access, and against all other unlawful activities. JLL will promptly provide to Client upon written request a written description of the technical and
organizational security measures JLL has implemented to comply with this section. JLL will encrypt Personal Information during transmission using
industry standard protocols and also encrypt at rest any high risk (sensitive) Personal Information (as defined by applicable Data Privacy Laws).
JLL will implement and maintain security measures, procedures, and practices appropriate to the nature of Personal Information and adequate under
the Data Privacy Laws to protect Personal Information from unauthorized access, destruction, use, modification, or disclosure ("Privacy / Security
Incident"). JLL will inform Client without undue delay when it becomes aware of any actual or suspected Privacy / Security Incident unless the
incident is unlikely to result in a risk to the rights and freedoms of the individuals concerned and will timely provide all information and cooperation
reasonably requested by Client. JLL will promptly take reasonable measures and actions necessary to remedy or mitigate the effects of the Privacy
/ Security Incident and will keep Client informed of all material developments in relation to it. Unless applicable law requires, JLL will not notify
any third -party other than JLL's insurers or professional advisers or regulatory authority of an actual or suspected Privacy / Security Incident without
Client's prior written authorization.
7. COMPLIANCE
JLL will comply with all Data Privacy Laws in the fulfilment of its obligations and otherwise in its rendering of Services to Client. JLL represents
and warrants that it has implemented written guidelines to ensure its compliance with its obligations under this Addendum and will provide those
written guidelines to Client on request.
8. GENERAL
Except as expressly set forth in this Addendum, the terms of the Agreement shall remain unmodified and in full force and effect. If there is a conflict
between the terms of the Agreement and the terms of this Addendum, the terms of this Addendum shall prevail. If applicable law requires survival
of any terms of this Addendum, such terms will survive after expiration or termination of the Processing. This Addendum is part of and governed by
the terms and conditions of the Agreement.
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