This will serve to confirm our understanding and agreement concerning certain material, data and information (herein "Evaluation Material") which you will make available to us in connection with a possible purchase by us of the Property. You are prepared to furnish us with the Evaluation Material in connection with discussions and negotiations concerning a possible transaction involving the Property only on the conditions that we treat such Evaluation Material confidentially and confirm certain representations to you. Therefore, as a prerequisite to your furnishing to us the Evaluation Material, we hereby represent and agree as follows:
1. The Evaluation Material furnished to us will be used by us solely for evaluating a possible transaction exclusively for our own account, as principal in the transaction, and not as a broker or agent for any other person. Therefore, we agree to keep all Evaluation Material strictly confidential; provided however, that any of such Evaluation Material may be disclosed to our directors, officers or employees as well as our counsel, accounting firms and financial institutions who need to know such information for the purpose of assisting us with our possible purchase of the Property. Such directors, officers, employees, lawyers, financial institutions and accountants shall be informed by us of the confidential nature of such information and shall be directed by us to treat such information with strict confidence. We will keep a record as to the exact location of all Evaluation Materials and all copies thereof. We will promptly, upon your request, deliver to you all Evaluation Material furnished to us, whether furnished before or after the date of this letter, without retaining copies thereof.
2. Although you have endeavored to include in the Evaluation Material information which you believe to be relevant for the purpose of helping us in our evaluation of the Property for possible purchase, we understand and acknowledge that neither Owner (“Owner”) of the Property nor Broker (“Broker”) make any representation or warranty to us as to the accuracy or completeness of the Evaluation Material. The financial information and projections contained in the Evaluation Material represent estimates based upon assumptions considered reasonable under the circumstances, although they have not been independently verified by Broker. We acknowledge and agree that neither Broker nor Owner make any representation or warranty, express or implied, that actual results will conform to such projections. We agree that the Owner and Broker shall not have any liability to us as a result of our use of or reliance on the Evaluation Material and it is understood that we are expected to perform such due diligence investigations and inspections of the Property as we deem necessary or desirable and as permitted by agreement with the Owner of the Property.
3. We understand that Owner and Broker shall have no legal commitment or obligation to us or any other person or entity reviewing the Evaluation Material or making an offer to invest in the Property unless and until such investment in the Property is approved on whatever terms deemed desirable by Owner by the necessary officers and/or Financial Committee of the Board of Directors of Owner, a written agreement for the investment in the Property has been fully executed, delivered and approved by Owner and its legal counsel, any conditions to Owner's obligations hereunder have been satisfied or waived, and any conditions to our obligations thereunder have been fully satisfied in the opinion of Owner.
4. We also represent that no broker or agent represents us or will represent us in any possible transactions involving the Property unless we disclose the name of such broker or agent in writing to Broker prior to our receipt of the Evaluation Material and that we fully agree to compensate our broker or agent. Neither Broker nor the Owner are or will be responsible for any compensation to be paid to our broker or agent.