Marriott & Hilton Select-Serve, Extended Stay Two-Pack

Marriott & Hilton Select-Serve, Extended Stay Two-Pack

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this “Agreement”) is being entered into between BRE SSP Property Owner LLC, BRE Newton Hotels Property Owner LLC (collectively, the “Company”) and the recipient identified below (the “Recipient”) in connection with a possible acquisition of the hotels referred to on Schedule A hereto (collectively, the “Hotels” and such potential acquisition by the Recipient, the “Transaction”). The Recipient has been advised that Paramount, Inc. (“Paramount”) has been retained by the Company as the exclusive agent to arrange the Transaction. The Company has indicated that all inquiries and communications with respect to the Transaction be directed to Paramount.

“Confidential Information” means (a) any information concerning the Company or the Hotels that is furnished to the Recipient or its Representatives (as hereafter defined) by, or on behalf of, the Company, on or after the date of this Agreement, and whether in written or electronic or oral form (the “Materials”), (b) any analyses, compilations, studies, or other documents or records prepared by the Recipient or its Representatives that contain, reflect, or are derived from information in the Materials (“Work Papers”), and (c) the fact that the Materials have been made available to the Recipient, that the Recipient has inspected any part of the Materials, including the Hotels, that discussions or negotiations are or may be taking place concerning a possible transaction involving the Company and the Recipient or any fact with respect to those discussions or negotiations, including the status thereof. The foregoing notwithstanding, the term Confidential Information does not include information that (i) was or becomes generally available to the public other than as a result of a breach of this Agreement by the Recipient or its Representatives, (ii) was or becomes available to the Recipient on a non-confidential basis from a source other than the Company or its Representatives (but only if such source is not, to the knowledge of the Recipient, bound by a confidentiality agreement with the Company or its Representatives or otherwise prohibited from transmitting the information to them by a contractual, legal, or fiduciary obligation), or (iii) was or is hereafter independently developed by the Recipient or its Representatives without using or relying on any of the Materials or Work Papers.

By signing and returning this Agreement, the Recipient agrees with the Company as follows:

1. Confidential Information will be used by the Recipient and its Representatives solely for the purpose of evaluating the Transaction and for no other purpose whatsoever.

2. Neither the Recipient nor its Representatives will disclose any Confidential Information except as permitted in this Agreement or unless hereafter approved in writing by the Company prior to the disclosure.

3. The Recipient and its Representatives will protect the Confidential Information with the same degree of care that each uses to prevent the unauthorized use, access or disclosure of their own confidential, proprietary or non-public information, which will be not less than a reasonable degree of care. All Confidential Information shall be and remain the property of the Company and its Representatives, as applicable, and no right or license is granted to the Recipient with respect to any Confidential Information or any other intellectual property of the Company.

4. The Recipient shall not, and shall cause its Representatives to not, communicate with any employees, officers, directors, partners or members of the Company regarding the Transaction or the Confidential Information, including without limitation, staff at the Hotels, other than those persons specifically designated by the Company or Paramount (on behalf of the Company) to communicate about the Transaction. For the avoidance of doubt, the foregoing is not intended to restrict communications made by the Recipient or its Representatives in the ordinary course of business and unrelated to the Transaction.

5. The Recipient may disclose Confidential Information to the officers, directors, managing directors, existing limited partners in funds advised by the Recipient, employees, attorneys, accountants, consultants, bankers, lenders, brokers, financial advisors and, subject to the following paragraph, Equity Financing Sources and Franchisors (each as defined below) of the Recipient or its affiliates who in the reasonable business judgment of the Recipient, need to know the Confidential Information for the purpose of evaluating the Transaction (collectively, “Representatives”). The Recipient will inform its Representatives of its obligations under this Agreement before disclosing any Confidential Information to its Representatives. The Recipient agrees it will be responsible for any act (or failure to act) of any of its Representatives that would be a breach of the terms of this Agreement applicable to its Representatives had it been committed or taken by the Recipient.

Notwithstanding anything to the contrary herein, the term “Representatives” does not include, and neither the Recipient nor its affiliates shall, directly or indirectly, disclose any Confidential Information to (i) any person acting as a potential or actual joint bidder, equity investor, co-investor or other equity financing source with respect to a possible Transaction (any such person, an “Equity Financing Source”), or (ii) any person acting as a potential third party operator or franchisor of the Hotels (e.g. any hotel brand) (any such person, a “Franchisor”), unless, in each case, the Recipient has received the Company’s prior written consent (it being understood that once such consent is delivered, such Equity Financing Source or Franchisor shall be deemed a Representative of the Recipient).

6. If the Recipient or any of its Representatives is required by any subpoena, interrogatories, request for production, civil investigative demand (or similar process) or other legal process or requirement imposed by a court or by a judicial, regulatory, self- regulatory or legislative body, organization, agency or committee or otherwise in connection with any judicial or administrative proceeding (including in response to oral questions, interrogatories or requests for information or documents) or by any applicable law or regulation to disclose any Confidential Information, the Recipient will, to the extent legally permissible, give the Company prompt notice of the requirement and will cooperate with the Company, to the extent legally permissible, so that the Company, at the Company’s expense, may seek an appropriate protective order. In the absence of a protective order, the Recipient and its Representatives may disclose only such Confidential Information as may be necessary to avoid any penalty, sanction, or other material adverse consequence, and the Recipient or such Representatives will use reasonable efforts to secure confidential treatment of any Confidential Information so disclosed. Notwithstanding any such compelled disclosure by the Recipient or its Representatives, such compelled disclosure will not otherwise affect the Recipient’s and its Representatives’ obligations hereunder with respect to Confidential Information so disclosed.

7. Neither the Company nor the Recipient has any obligation to enter into or consummate any transaction involving the Company or the Hotels unless and until a final, legally binding, definitive agreement to such effect is executed in the future. The Company or the Recipient may at any time, in its unrestricted discretion, reject any or all proposals or terminate discussions and negotiations concerning any transaction involving the Company or the Hotels. Whenever and to the extent requested by the Company in writing, the Recipient will promptly destroy, or cause to destroy, all of the Materials and Work Papers (whether in the possession of the Recipient or its Representatives); provided, that, the Recipient and its Representatives may retain copies of the Materials and Work Papers if required to comply with applicable law or regulation or bona fide internal document retention policy. Notwithstanding the termination of discussions or negotiations, or the destruction or permitted retention of the Materials and Work Papers, the Recipient and its Representatives will continue to be bound by its obligations under this Agreement.

8. Although the Company will endeavor to include in the Confidential Information relevant information known to it, the Company does not make any representation or warranty about the accuracy or completeness of any of the Confidential Information. Neither the Company, nor any of its Representatives, will have any liability to the Recipient or its Representatives resulting from the use of, or reliance on, any of the Confidential Information or any past or future written or oral statement about the Company, the Hotels, or any proposed transaction, whether made by the Company or any of its Representatives except as may be set forth in a future definitive agreement, if any, entered into to effectuate a transaction involving the Company or the Hotels.

9. The Recipient stipulates that the breach of this Agreement by the Recipient or its Representatives may cause irreparable harm to the Company for which damages may not constitute an adequate remedy. Accordingly, the Recipient agrees that any attempted, threatened, or actual breach of this Agreement by the Recipient or its Representatives may be enjoined by an appropriate court order or judgment. The Recipient waives any requirement for the posting of a bond or other security as a condition to such court order or judgment. Injunctive relief shall not be the sole remedy of the Company for a breach of this Agreement, but all legal and equitable remedies will continue to be available to the Company. The prevailing party in any litigation relating to the breach of this Agreement will be entitled to recover from the non-prevailing party (in addition to any damages or other relief granted) the reasonable legal fees and other expenses incurred in connection with such litigation.

10. This Agreement embodies the entire agreement between the parties and supersedes all prior or contemporaneous oral or written agreements or understandings concerning the Confidential Information. This Agreement cannot be waived or modified except by a written agreement executed by both the Company and the Recipient. Each party hereto agrees that no failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. If any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this Agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

11. This Agreement terminates with respect to any and all of the Confidential Information on the earlier of (i) the date on which the Recipient or an affiliate of the Recipient and the Company close the Transaction involving the Hotels to which such Confidential Information relates; and (ii) on the first anniversary of the date hereof.

12. This Agreement may be executed in counterparts, each of which shall be an original and all of such counterparts together shall constitute one and the same instrument. To facilitate the execution of this Agreement, the parties may execute and deliver counterparts of this Agreement by facsimile and/or email attachment. Faxed and/or email attachment signatures shall have the same valid and binding effect as original signatures. The agreement of the Company to the terms and conditions of this Agreement shall be evidenced and confirmed by the delivery to Recipient of Confidential information with respect to the Transaction described above.

13. Recipient agrees to be responsible for the payment of any fee, commission or other compensation payable to any broker, finder or agent who alleges it has dealt with or through Recipient, and Paramount shall have no obligations to share any part of its commission with any broker, agent, finder or any other person or entity who has dealt with or through Recipient. Recipient hereby agrees to indemnify, defend and hold the Company and Paramount harmless from and against any and all claims, damages, losses and liabilities, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any claim or claims by any broker, finder or similar agent for commissions, fees or other compensation who allege that they have dealt with Recipient in connection with the Hotels.


[SIGNATURE PAGES ON FOLLOWING PAGES]

If you are in agreement with the foregoing, please sign and return one copy of this Agreement, retaining the additional copy for your records, to the attention of Bennett Webster ([email protected]) which will constitute Recipient’s agreement with respect to the subject matter of this Agreement.

Notification Addresses:

COMPANY:

BRE SSP Property Owner LLC, BRE Newton Hotels Property Owner LLC
c/o Blackstone Real Estate Advisors L.P.
345 Park Avenue, 42nd Floor
New York, New York 10154
Attention: Byron Blount
E-mail: [email protected]
With a copy to:

BRE SSP Property Owner LLC, BRE Newton Hotels Property Owner LLC
c/o Blackstone Real Estate Advisors L.P.
345 Park Avenue, 42nd Floor
New York, New York 10154
Attention: Real Estate General Counsel and Chief Compliance Officer
E-mail: [email protected]

BROKER:
Paramount, Inc.
939 West North Avenue Suite 750
Chicago, IL 60642
ATTN: Brent Clemens
Email: [email protected]

Hotels & Locations:

Property Address
Entity
Springhill Suites Erie
2087 Interchange Rd,Erie, PA 16509
BRE SSP Property Owner LLC

Homewood Suites Salt Lake City Utah
844 E North Union Ave, Midvale, UT 84047
BRE Newton Hotels Property Owner LLC