Common use of Property Information Clause in Contracts

Property Information. (a) The Parties agree that, prior to the Effective Date, Seller furnished to Purchaser (among other items) copies of the items set forth on Exhibit “C” attached hereto and incorporated herein if and to the extent the same existed, were in Seller’s possession or control, and concern the Property. (b) Purchaser has had an opportunity to review and copy any third party reports and other information which are in Seller’s files and which relate to the physical condition of the Real Property or the status of the governmental approvals or utility commitments for the Real Property (collectively, the “Property Condition”). In no event, however, is Seller required to furnish to Purchaser any internal reports, memoranda or other items prepared by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items). (c) The items referenced in Sections 3.02(a) and 3.02(b) above, together with all other information provided by Seller to Purchaser are referred to in this Agreement collectively as the “Property Information”. Purchaser acknowledges receipt of and the opportunity to the review the Property Information prior to the Effective Date. Notwithstanding any provision in this Agreement to the contrary, Purchaser agrees and acknowledges that: (i) the Property Information is delivered to Purchaser solely as an accommodation to Purchaser; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement; and (iv) Seller shall have no liability or culpability of any kind or nature as a result of providing the Property Information to Purchaser or as a result of Purchaser’s reliance on any of the Property Information or any information set forth or referred to therein or disclosed thereby, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement.

Property Information. Within two (a2) The Parties agree that, prior business days after the Contract Date Seller shall deliver copies or will make available to Purchaser digital copies of all information and documentation included on Exhibit C attached hereto or otherwise relating to the Effective Date, Seller furnished to Purchaser (among other items) copies of Premises that is actually in the items set forth on Exhibit “C” attached hereto and incorporated herein if and to the extent the same existed, were in Seller’s possession or controlcontrol of Seller, and concern additional items may be requested by Purchaser during the Property. (b) Purchaser has had an opportunity to review Due Diligence Period and copy any third party reports and other information which are actually in the possession of Seller’s files , and which relate to the physical condition of the Real do not constitute Excluded Property or the status of the governmental approvals or utility commitments for the Real Property Records, as hereafter defined (collectively, the “Property ConditionInformation”). In Except as is expressly provided for in Section 6(a), Purchaser acknowledges that it shall have no eventright to rely on the accuracy of any of the Property Information obtained from Seller or Seller's agents, howeverthat such information is being made available solely as a courtesy and that Seller has not, is and shall not be deemed to have, made any representations or warranties whatsoever, express or implied, with respect to the completeness, content or accuracy of the Property Information or with respect to any of the matters disclosed thereby. Notwithstanding any terms to the contrary in this Agreement, (a) Seller shall not be obligated or otherwise required to furnish or make available to Purchaser any internal reportsof the following (collectively, memoranda “Excluded Property Records”): (i) any appraisals or other items economic evaluations of, or projections with respect to, all or any portion of the Premises, including, without limitation, any budgets, prepared by Seller’s own employees, or on behalf of Seller or any proprietary information affiliate of Seller, and (ii) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications from Seller’s attorneyswith respect to the purchase of the Premises by Purchaser, or any third party reports dealing with matters other than the Property Condition which are subject to a confidentiality agreement; (including without limitation any property appraisals, financial analyses, market analyses and other similar items). (cb) The items referenced in Sections 3.02(a) and 3.02(b) above, together with all other information provided by Seller to Purchaser are referred to in this Agreement collectively as the “Property Information”. Purchaser acknowledges receipt of and the opportunity to the review the Property Information prior to the Effective Date. Notwithstanding shall not include any provision in this Agreement to the contrary, Purchaser agrees and acknowledges that: (i) the Excluded Property Information is delivered to Purchaser solely as an accommodation to Purchaser; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this AgreementRecords; and (ivc) Seller shall have no obligation or liability or culpability of any kind or nature to Purchaser as a result of providing Seller not furnishing or making available to Purchaser the Excluded Property Records. It is expressly understood by Purchaser that Property Information is to Purchaser or as a result be subject to the confidentiality provisions of Purchaser’s reliance on any of the Property Information or any information set forth or referred to therein or disclosed thereby, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this AgreementSection 23(n) below.

Property Information. (a) The Parties agree that, prior Prior to the Effective Datedate of this Agreement, Seller furnished has made available to Purchaser (among other items) copies of the items set forth information listed on Exhibit “C” B attached hereto and incorporated herein if and (“Property Information”), to the extent the same existed, were in Seller’s possession or control. In addition, and concern Brokers have established an electronic data site for the PropertyProperty (“Property Data Site”) for the purpose of providing Property Information to Purchaser. (b) Seller has made available to Purchaser has had an opportunity all files, books and records used or held by Seller for use in operation of the Property, including, without limitation, to review the extent in the possession or control of Seller, (i) all names, addresses, telephone numbers, records of xxxxxxxx to and copy any third party reports payments by tenants, and other information which are relating to current tenants and accounts and (ii) all financial and accounting books and records used or held by Seller for use in Seller’s files and which relate to the physical condition current operation of the Real Property or the status of the governmental approvals or utility commitments for the Real Property (collectively, the “Property ConditionBooks and Records”). In no event, however, is Seller required to furnish to Purchaser any internal reports, memoranda or other items prepared by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items). (c) The items referenced in Sections 3.02(a) and 3.02(b) above, together with all other information Except as specifically provided by Seller to Purchaser are referred to for in this Agreement collectively as the “Property Information”. Purchaser acknowledges receipt of and the opportunity to the review the Property Information prior to the Effective Date. Notwithstanding any provision in this Agreement to the contraryAgreement, Purchaser agrees and acknowledges that: (i) the Property Information is delivered to Purchaser solely as an accommodation to Purchaser; (iii) Seller has not undertaken any independent investigation makes no representations or warranties as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement; and (iv) Seller shall have no liability or culpability of any kind or nature as a result of providing the . The Property Information to Purchaser and all other information, other than matters of public record, furnished to, or as a result of Purchaser’s reliance on any obtained through inspection of the Property Information by, Purchaser, the Purchaser Related Parties (as defined herein) or Purchaser’s lender, will be treated by Purchaser, as confidential and Purchaser shall inform the Purchaser Related Parties and Purchaser’s lender of the confidentiality requirement, and Purchaser will not disclose such information to anyone other than on a need-to-know basis to Purchaser’s consultants who agree to maintain the confidentiality of such information, and will be returned to Seller by Purchaser if the Closing does not occur. Seller assumes no duty to furnish Purchaser with any other existing information, reports or updates of such materials. Except as specifically provided for in this Agreement, Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished, and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. This provision shall survive the Closing or any information set forth or referred to therein or disclosed thereby, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to termination of this Agreement.

Property Information. Within three (a3) The Parties agree that, prior calendar days after the Contract Date Seller shall deliver copies or will make available to Purchaser digital copies of all information and documentation included on Exhibit C attached hereto or otherwise relating to the Effective Date, Seller furnished to Purchaser (among other items) copies of Premises that is actually in the items set forth on Exhibit “C” attached hereto and incorporated herein if and to the extent the same existed, were in Seller’s possession or controlcontrol of Seller, and concern additional items may be requested by Purchaser during the Property. (b) Purchaser has had an opportunity to review Due Diligence Period and copy any third party reports and other information which are actually in the possession of Seller’s files , and which relate to the physical condition of the Real do not constitute Excluded Property or the status of the governmental approvals or utility commitments for the Real Property Records, as hereafter defined (collectively, the “Property ConditionInformation”). In Seller has not altered any third party produced Property Information. Except as is expressly provided for in Section 6(a), Purchaser acknowledges that it shall have no eventright to rely on the accuracy of any of the Property Information obtained from Seller or Seller's agents, howeverthat such information is being made available solely as a courtesy and that Seller has not, is and shall not be deemed to have, made any representations or warranties whatsoever, express or implied, with respect to the completeness, content or accuracy of the Property Information or with respect to any of the matters disclosed thereby. Notwithstanding any terms to the contrary in this Agreement, (a) Seller shall not be obligated or otherwise required to furnish or make available to Purchaser any internal reportsof the following (collectively, memoranda “Excluded Property Records”): (i) any appraisals or other items economic evaluations of, or projections with respect to, all or any portion of the Premises, including, without limitation, any budgets, prepared by Seller’s own employees, or on behalf of Seller or any proprietary information affiliate of Seller, and (ii) any documents, materials or information which are subject to attorney/client, work product or similar privilege, which constitute attorney communications from Seller’s attorneyswith respect to the purchase of the Premises by Purchaser, or any third party reports dealing with matters other than the Property Condition which are subject to a confidentiality agreement; (including without limitation any property appraisals, financial analyses, market analyses and other similar items). (cb) The items referenced in Sections 3.02(a) and 3.02(b) above, together with all other information provided by Seller to Purchaser are referred to in this Agreement collectively as the “Property Information”. Purchaser acknowledges receipt of and the opportunity to the review the Property Information prior to the Effective Date. Notwithstanding shall not include any provision in this Agreement to the contrary, Purchaser agrees and acknowledges that: (i) the Excluded Property Information is delivered to Purchaser solely as an accommodation to Purchaser; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this AgreementRecords; and (ivc) Seller shall have no obligation or liability or culpability of any kind or nature to Purchaser as a result of providing Seller not furnishing or making available to Purchaser the Excluded Property Records. It is expressly understood by Purchaser that Property Information is to Purchaser or as a result be subject to the confidentiality provisions of Purchaser’s reliance on any of the Property Information or any information set forth or referred to therein or disclosed thereby, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this AgreementSection 21(n) below.

Property Information. (a) The Parties agree thatPurchaser hereby acknowledges and agrees that Seller has delivered, prior or otherwise made available, as appropriate, to the Effective DatePurchaser, Seller furnished to Purchaser (among other items) for Purchaser’s review, copies of the items set forth Existing Title Policy, the Survey and the other documents and/or materials specifically listed on Exhibit “C” 4.1 attached hereto and incorporated herein if and to the extent the same existed, were in Seller’s possession or control, and concern the Property. (b) Purchaser has had an opportunity to review and copy any third party reports and other information which are in Seller’s files and which relate to the physical condition of the Real Property or the status of the governmental approvals or utility commitments for the Real Property (collectively, the “Property ConditionInformation”). In Seller makes no event, however, is Seller required to furnish to Purchaser any internal reports, memoranda representation or other items prepared by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items). (c) The items referenced in Sections 3.02(a) and 3.02(b) above, together with all other information provided by Seller to Purchaser are referred to in this Agreement collectively warranty whatsoever as the “Property Information”. Purchaser acknowledges receipt of and the opportunity to the review completeness, truth or accuracy of the Property Information prior to the Effective Date. Notwithstanding any provision in this Agreement to the contrary, Purchaser agrees and acknowledges that: (i) the Property Information is delivered to Purchaser solely as an accommodation provided to Purchaser; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information, except as otherwise specifically expressly provided in this Agreement. In the event of the expiration or termination of this Agreement for any reason whatsoever, Purchaser shall, within ten (10) days of Seller’s request, deliver to Seller at no cost or the closing documents executed expense to Seller other than Purchaser’s actual out-of-pocket third-party expenses incurred by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness connection with Purchaser’s investigation of the Property, any and all due diligence materials and other information set out or documentation obtained by, or made available to Purchaser, on its own or from or at the request of Seller in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement; and (iv) Seller shall have no liability or culpability of any kind or nature as a result of providing the Property Information to Purchaser or as a result of Purchaser’s reliance on any connection with its investigation of the Property Information (to the extent the providers of such materials, information and documentation allow Purchaser to provide Seller with the same and to the extent Seller advises Purchaser of Seller’s desire to obtain), and Purchaser’s obligation in such regard shall survive any such expiration or termination. Notwithstanding the foregoing, it is expressly understood and agreed that Seller shall not be required to pay Purchaser’s actual out-of-pocket third-party expenses for materials, information and documentation that Seller advises Purchaser it does not require Purchaser to provide. Seller shall, at Purchaser’s request and at Purchaser’s sole cost and expense, use commercially reasonable efforts to obtain a reliance letter addressed to Purchaser from the preparer of any information set forth or referred to therein or disclosed thereby, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreementreport listed on Exhibit 4.1.

Property Information. (a) The Parties agree that, prior Prior to the Effective Date, Seller furnished has made available to Purchaser Buyer, and will continue to make available to Buyer through the Close of Escrow (among other items) copies of the items set forth on Exhibit “C” attached hereto and incorporated herein if and as defined in Section 8.1), to the extent the same existed, were in Seller’s possession possession, the following, in an electronic data room, at the applicable Real Property, or control, and concern at the Property. (b) Purchaser has had an opportunity to review and copy any third party reports and other information which are in applicable Seller’s files and which relate to the physical condition of the Real Property or the status of the governmental approvals or utility commitments for the Real Property local property manager’s office (collectively, the “Property ConditionInformation”): (a) the Leases; (b) a current rent roll for each Real Property, indicating rents collected, scheduled rents and concessions, delinquencies, and security deposits held (collectively, the “Rent Rolls”). In no event, however, is Seller required to furnish to Purchaser any internal reports, memoranda or other items prepared by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items).; (c) The items referenced in Sections 3.02(athe most current operating statements for each Real Property, if available (collectively, the “Operating Statements”); (d) copies of the Contracts; (e) existing land title surveys, if any, for each Real Property (each, an “Existing Survey” and 3.02(bcollectively, the “Existing Surveys”); and (f) aboveany environmental, together with all other information provided soils and/or engineering reports prepared for Seller or Seller’s predecessors (the “Existing Reports”). At the Close of Escrow, Buyer shall reimburse Seller for the reasonable actual out-of-pocket costs and expenses incurred by Seller to Purchaser are referred to obtain or update any third-party study, report or survey that is specifically identified and/or referenced in this Agreement collectively as (which, for avoidance of doubt, includes the “Property Information”. Purchaser acknowledges receipt costs of updating the Existing Surveys, obtaining/ordering the current zoning reports, and procuring certificates of good standing and litigation and UCC searches for the Seller and the opportunity parties holding direct and indirect interests in Seller) (“Reimbursable Expense”) or that the Parties otherwise agree are Reimbursable Expenses, including any updates or modifications to any Existing Reports that Buyer requests that Seller update for Buyer; provided, however, notwithstanding the review foregoing, in no event shall attorneys’ fees and/or accountants’ fees be included as a Reimbursable Expense. The parties agree that the Property Information prior to payment of the Effective DateReimbursable Expenses is fair and reasonable under the circumstances given that Seller is ACTIVE 31157768v21 ‑4‑ advancing the costs of such studies, reports and surveys for Buyer. Notwithstanding For avoidance of doubt, Seller shall not seek reimbursement for the cost of any provision existing reports or studies that were in this Agreement to the contrary, Purchaser agrees Seller’s possession and acknowledges that: (i) the Property Information is were merely delivered to Purchaser solely Buyer as an accommodation to Purchaser; (iii) Seller has part of Buyer's due diligence and that were not undertaken any independent investigation updated, recertified or otherwise modified for, or in connection with the purchase and sale of the Portfolio as to the truth, accuracy or completeness of any matters set out in or disclosed contemplated by the Property Information, except this Agreement. Except as otherwise specifically expressly provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truthSection 13.1 below, accuracy or completeness of the information set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement; and (iv) Seller shall have no liability or culpability not be entitled to receive a reimbursement for the Reimbursable Expenses if the Close of any kind or nature as a result of providing the Property Information Escrow fails to Purchaser or as a result of Purchaser’s reliance on any of the Property Information or any information set forth or referred to therein or disclosed thereby, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreementoccur.

Property Information. Within ten (a10) The Parties agree that, days after the Effective Date and at reasonable times prior to the Effective DateClosing, Seller furnished shall make available to Purchaser (among other items) copies of all reports and information regarding the items set forth on Exhibit “C” attached hereto Parent Tract and incorporated herein if and to the extent the same existed, were Property in Seller’s possession or control, and concern the Property. (b) Purchaser has had an opportunity to review and copy any third party reports and other information which are in Seller’s files or its current consultants’ and which relate to the physical condition of the Real Property or the status of the governmental approvals or utility commitments for the Real Property contractors’ control (collectively, the “Property Condition”). In no event, however, such information is Seller required to furnish to Purchaser any internal reports, memoranda or other items prepared by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items). (c) The items referenced in Sections 3.02(a) and 3.02(b) above, together with all other information provided by Seller to Purchaser are referred to in this Agreement herein collectively as the “"Property Information”"). Purchaser acknowledges receipt At Seller's election, all or a part of and the opportunity to the review the Property Information prior will be made available through access to an internet website established by Seller for such purpose, except that environmental information may be made available during normal business hours at the offices of JEA’s Environmental Services office located on the 8th floor of the JEA Tower at 00 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx or through other means acceptable to the Effective Dateparties. Notwithstanding any provision in this Agreement to the contraryExcept as otherwise expressly stated herein, Purchaser agrees and acknowledges that: (i) the Property Information is delivered to Purchaser solely as an accommodation to Purchaser; (iii) Seller has not undertaken any independent investigation makes no representation or warranty as to the truth, accuracy or completeness of any matters set out materials, data or information provided by Seller to Purchaser in connection with the transaction contemplated hereby. Purchaser acknowledges and agrees that all materials, data and information provided by Seller to Purchaser in connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and that any reliance on or disclosed use of such materials, data or information by Purchaser shall be at the Property Informationsole risk of Purchaser, except as otherwise specifically provided in this Agreement expressly stated herein. Without limiting the generality of the foregoing provisions, Purchaser acknowledges and agrees that (a) any environmental or other report with respect to the closing documents executed Parent Tract or lands of Seller adjacent thereto which is delivered by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has shall be for general informational purposes only, (b) Purchaser shall not made and does not make have any warranties or representations of right to rely on any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information, except as otherwise specifically such report provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement; Purchaser, but rather will rely on its own inspections and (iv) Seller shall have no liability or culpability of any kind or nature as a result of providing the Property Information to Purchaser or as a result of Purchaser’s reliance on any investigations of the Property Information and the Parent Tract and any lands adjacent thereto, and any reports commissioned by Purchaser with respect thereto, and (c) neither Seller, any affiliate of Seller nor the person or entity which prepared any such report provided by Seller to Purchaser shall have any liability to Purchaser for any inaccuracy in or omission from any such report. The provisions of this Section 4.5 shall survive the Closing or any information set forth or referred to therein or disclosed thereby, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to termination of this Agreement.

Property Information. (a) The Parties agree that, prior to the Effective Date, Seller furnished to Purchaser (among other items) copies of the items set forth on Exhibit “C” C attached hereto and incorporated herein if and to the extent the same existed, were in Seller’s possession or control, and concern the Property. (b) . Purchaser has had an opportunity to review and copy any third party reports and other information which are in Seller’s files and which relate to the physical condition of the Real Property or the status of the governmental approvals or utility commitments for the Real Property (collectively, the “Property Condition”). In no event, however, is Seller required to furnish to Purchaser any internal reports, memoranda or other items prepared by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items). (c) . The items referenced in Sections 3.02(a) and 3.02(b) abovethis Section 3.02, together with all other information provided by Seller to Purchaser are referred to in this Agreement collectively as the “Property Information”. Purchaser acknowledges receipt of and the opportunity to the review the Property Information prior to the Effective Date. Notwithstanding any provision in this Agreement Agreement, to the contrary, Purchaser agrees and acknowledges that: (i) the Property Information is delivered to Purchaser solely as an accommodation to Purchaser; (iiiii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement; and (iv) Seller shall have no liability or culpability of any kind or nature as a result of providing the Property Information to Purchaser or as a result of Purchaser’s reliance on any of the Property Information or any information set forth or referred to therein or disclosed thereby, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement.

Property Information. Buyer hereby acknowledges that Seller has delivered to Buyer, or otherwise made available for review by Buyer, copies of all documents and other information relating to the ownership, management and operation of the Property (acollectively, the "PROPERTY INFORMATION") The Parties agree thatthat Buyer has requested in order to perform its due diligence investigation of the Property, prior except as hereinafter expressly provided. In addition to the Property Information previously provided by Seller to Buyer, within three (3) business days after the Effective Date, Seller furnished shall deliver to Purchaser (among other items) Buyer, or make available for review by Buyer, copies of the items set forth on Exhibit “C” attached hereto following documents, all of which shall be deemed part of the Property Information: (a) all plans and incorporated herein if and to the extent the same existed, were in Seller’s possession or control, and concern the Property.specifications; (b) Purchaser has had an opportunity to review and copy any third party reports copies of all brokerage commission agreements executed by Seller or Verizon Realty in connection with the Lease Amendments (as hereinafter defined); and (c) copies of all documents and other information which are in agreements conveying the Property from Verizon Realty to Seller’s files , including, without limitation, the deed, assignments of Leases and which relate Service Contracts, and bill of sale with respect to the physical condition of the Real Property or the status of the governmental approvals or utility commitments for the Real Personal Property (collectively, the “Property Condition”xxe "VERIZON REALTY CONVEYANCE DOCUMENTS"). In no eventBuyer acknowledges and agrees that Buyer shall be responsible for verifying, howeverthrough Buyer's own due diligence, is Seller required to furnish to Purchaser any internal reportsthe accuracy and completeness of all documents and information, memoranda or other items prepared by Seller’s own employeesincluding the foregoing, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items). (c) The items referenced in Sections 3.02(a) and 3.02(b) above, together with all other information provided by Seller to Purchaser are referred Buyer, and any reliance by Buyer on such documents and information shall be at Buyer's own risk. In addition, Buyer expressly acknowledges and agrees that Seller shall not be obligated to in this Agreement collectively as furnish, nor shall Buyer be entitled to review or have access to, any confidential or proprietary documents or information connected with the “Property Information”. Purchaser acknowledges receipt of and the opportunity Property, including but not limited to opinions, appraisals, audits not exclusively related to the review the Property Information prior to the Effective Date. Notwithstanding any provision in this Agreement to the contraryProperty, Purchaser agrees and acknowledges that: (i) the Property Information is delivered to Purchaser solely as an accommodation to Purchaser; (iii) Seller has not undertaken any independent investigation as to the truthinternal memoranda or other documents, accuracy internal work product or completeness of any matters set out in or disclosed by the Property Informationother similar documents, except as otherwise specifically provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or which are in the closing documents executed by Seller pursuant to this Agreement; and (iv) Seller shall have no liability possession or culpability control of any kind or nature as a result of providing the Property Information to Purchaser or as a result of Purchaser’s reliance on any of the Property Information or any information set forth or referred to therein or disclosed thereby, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this AgreementSeller.

Property Information. (a) The Parties agree thatAssignor has provided to Assignee certain plans, prior to the Effective Date, Seller furnished to Purchaser (among other items) copies of the items set forth on Exhibit “C” attached hereto and incorporated herein if and to the extent the same existed, were in Seller’s possession or control, and concern the Property. (b) Purchaser has had an opportunity to review and copy any third party reports and other materials and information which are pertaining to the Office Condominium and the Freeport-McMoRan Center as described on Exhibit D (the "Property Information"). Assignee understands and acknowledges that any information provided to Assignee by Assignor, including the Property Information, is provided solely as an accommodation and, except as otherwise expressly stated in Seller’s files this Agreement, Assignor is not in any way representing or warranting the accuracy, sufficiency or completeness of any such information and which relate makes no (and expressly disclaims all) representations as to the accuracy, sufficiency or completeness of such information, and Assignor has recommended to Assignee that it conduct its own examination, inspection and investigation of all matters pertaining to the Assigned Interests, including without limitation the physical condition of the Real Property Office Condominium, on or before the status Feasibility Expiration Date. Without limitation of the governmental approvals foregoing, except as otherwise expressly stated in this Agreement, Assignee acknowledges and agrees that Assignor shall have no liability to Assignee or utility commitments any officer, director, shareholder, partner, member, manager, Affiliate, agent, employee and/or representative for any mistakes, omissions or misstatements, or arising from the Real use or reliance on the Property Information or other information provided to Assignee. Prior to the Closing, Assignee shall maintain as confidential the Property Information and any and all material provided by Assignor with respect to the Property (collectively, the “Property Condition”). In no event"Confidential Information") and shall not disclose Confidential Information to any uninvolved third party; provided, however, is Seller required Assignee shall have the right to furnish disclose Confidential Information to Purchaser any internal reports(i) involved third parties who require information to assist Assignee in Assignee’s due diligence investigations or (ii) to Assignee's lenders, memoranda or other items prepared potential investors, attorneys and accountants who have a need to know such information, provided Assignee shall take reasonable steps to require such parties to agree to be bound by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items). (c) The items referenced in Sections 3.02(a) and 3.02(b) above, together with all other information provided by Seller to Purchaser are referred to confidentiality provisions in this Agreement collectively as the “Property Information”. Purchaser acknowledges receipt of and the opportunity to the review the Property Information prior to the Effective DateSection 7. Notwithstanding any provision anything in this Agreement Section 7 to the contrary, Purchaser agrees and acknowledges that: (i) the Property Information term "Confidential Information" shall not include information which is delivered to Purchaser solely as an accommodation to Purchaser; (iii) Seller has not undertaken any independent investigation as or becomes generally available to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement; and (iv) Seller shall have no liability or culpability of any kind or nature public other than as a result of providing a disclosure by the Assignee. If the Closing fails to occur for any reason, the Property Information shall, upon request made by Notice to Purchaser Assignee, be promptly returned to Assignor or as a result destroyed by Assignee. Notwithstanding anything to the contrary contained herein, the foregoing covenants made by Assignee to keep confidential such Confidential Information shall expressly not include any disclosure or dissemination of Purchaser’s reliance on any portions of the Property Confidential Information to the extent legally compelled to do so, otherwise required by Applicable Laws or any information set forth or referred to therein or disclosed therebysubpoena, except as otherwise specifically provided in this Agreement the public domain or in the closing documents executed by Seller pursuant to this Agreementpossession of Assignee or any involved third party.

Property Information. (a) The Parties agree that, prior to the Effective Date, Seller furnished to Purchaser (among other items) copies of the items set forth on Exhibit “C” C attached hereto and incorporated herein if and to the extent the same existed, were in Seller’s possession or control, and concern the Property. (b) . Purchaser has had an opportunity to review and copy any third party reports and other information which are in Seller’s files and which relate to the physical condition of the Real Property or the status of the governmental approvals or utility commitments for the Real Property (collectively, the “Property Condition”). In no event, however, is Seller required to furnish to Purchaser any internal reports, memoranda or other items prepared by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other {N4542684.1} 3 than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items). (c) . The items referenced in Sections 3.02(a) and 3.02(b) abovethis Section 3.02, together with all other information provided by Seller to Purchaser are referred to in this Agreement collectively as the “Property Information”. Purchaser acknowledges receipt of and the opportunity to the review the Property Information prior to the Effective Date. Notwithstanding any provision in this Agreement Agreement, to the contrary, Purchaser agrees and acknowledges that: (i) the Property Information is delivered to Purchaser solely as an accommodation to Purchaser; (iiiii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iii) the Property Information was delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement; and (iv) Seller shall have no liability or culpability of any kind or nature as a result of providing the Property Information to Purchaser or as a result of Purchaser’s reliance on any of the Property Information or any information set forth or referred to therein or disclosed thereby, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement.

Property Information. (a) The Parties agree thatSeller will furnish to Purchaser, prior to within five (5) business days after the Effective DateDate of this Agreement, Seller furnished to Purchaser (among other items) copies of the items set forth on Exhibit “C” attached hereto and incorporated herein if and to the extent the same existedexist, were are in Seller’s possession or control, and concern the Property. Seller may furnish this information to Purchaser by providing Purchaser copies electronically or by access to a website with the materials available for download. (b) In addition to providing the items referenced in Section 3.02(a) above, Seller will, upon receipt of a written request by Purchaser, allow Purchaser has had an opportunity to review and copy any third party reports and other information which are in Seller’s files and which relate to the physical condition of the Real Property or the status of the governmental approvals or utility commitments for the Real Property (collectively, the “"Property Condition”"). In no event, however, is will Seller be required to furnish to Purchaser any internal reports, memoranda or other items prepared by Seller’s own employees, any proprietary information of Seller, any communications from Seller’s attorneys, or any third party reports dealing with matters other than the Property Condition (including without limitation any property appraisals, financial analyses, market analyses and other similar items). (c) The items referenced in Sections 3.02(a) and 3.02(b) above, together with all other information provided by Seller to Purchaser are referred to in this Agreement collectively as the “Property Information”. Purchaser acknowledges receipt of and the opportunity to the review the Property Information prior to the Effective Date. Notwithstanding any provision in this Agreement to the contrary, Purchaser agrees and acknowledges that: (i) Purchaser will not disclose the Property Information or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Purchaser’s organization, other than (A) Purchaser’s lenders, proposed lenders, consultants, attorneys, engineers and agents involved with Purchaser in the acquisition of the Property, (B) Purchaser’s investors, and (C) as required to be disclosed by law or by regulatory or judicial process; (ii) within Purchaser’s organization, the Property Information will be disclosed and exhibited only to those persons who are responsible for determining the feasibility of Purchaser’s acquisition of the Property; (iii) the Property Information is delivered to Purchaser solely as an accommodation to Purchaser; (iiiiv) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or the closing documents executed by Seller pursuant to this Agreement; (iiiv) the Property Information was is delivered to Purchaser in its “AS IS” and “WITH ALL FAULTS” condition and Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information, except as otherwise specifically provided in this Agreement or in the closing documents executed by Seller pursuant to this Agreement; and (ivvi) Seller shall have no liability or culpability of any kind or nature as a result of providing the Property Information to Purchaser or as a result of Purchaser’s reliance on any of the Property Information or any information set forth or referred to therein or disclosed thereby, except as otherwise specifically provided ; (vii) the Inspection Period will not be extended in the event of any failure by Seller to furnish any Property Information which may be required under this Agreement; and (viii) Purchaser’s sole and exclusive remedy for any failure by Seller to furnish any Property Information which may be required under this Agreement will be Purchaser’s right to terminate this Agreement on or in before the closing documents executed by Seller final day of the Inspection Period pursuant to the terms and provisions of Section 3.01 of this Agreement.