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(a) Upon at least 48 hours' prior notice to SCOA, City shall have reasonable access to the Levee Assets during normal business hours to inspect and confirm the integrity, condition, location and character of the Levee Improvements. Such notice shall describe the scope of the due diligence investigations City intends to conduct during City access to the Levee Improvements, and any other licensees or agents of the City that will require access to the Property for the City to undertake its due diligence investigation activities. Seller shall have the right to have a representative present during any visits to or inspections of the Levee Improvements by City or any City licensees. City will conduct its due diligence in a manner which minimizes disruption to Seller's or its or their tenants' normal operations on the Property or to construction and installation of the Levee Improvements. (b) Seller hereby acknowledges and agrees that any and all inspections, evaluations, or tests performed by or for City as part of City's due diligence investigations, if any, are done so solely for benefit of City. Seller shall not be entitled to rely on any inspections, evaluations, or tests undertaken by or for City, and SCOA shall not be relieved of its obligations under the Master Agreement to perform the work of constructing the Levee Improvements according to the Final Construction Documents, nor relieved of any guaranty, warranty, or other obligation, as a result of any inspections, evaluations, or tests performed by City. ARTICLE V REPRESENTATIONS AND WARRANTIES Section 5.1 Seller. The representations and warranties of each Seller in this Article and in each Seller's Closing Certificate(s) (as defined in Section 5. Lf) are a material inducement for City to enter into this Agreement. As used in this Article, the phrase "Seller's knowledge" or words of similar import shall mean actual knowledge of Ajit Pareenja (on behalf of Met Life, and with respect to Met Life only), Scott Bohn (on behalf of HCP, and with respect to HCP only), and Mark Egan and Michael A. Pace (on behalf of SCOA, and with respect to SCOA only) on the date such representations and warranties are made. Each of Met Life, FICP and SCOA, as expressly set forth below, represents and warrants to City as of the date of this Agreement as follows: (a) Each Seller has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transaction contemplated herein in the execution, delivery and performance of this Agreement. Furthermore, the execution and delivery of this Agreement has been duly authorized by each Seller and no other action by either Seller is required in order to make it a valid and binding contractual obligation of each Seller. The individual(s) executing this Agreement on behalf of each of the Seller entities are authorized to do so. (b) Seller has not previously sold, transferred or conveyed the Levee Assets, or granted to any other person or entity any right or interest in all or any part of the Levee Assets and Seller has not entered into any executory contracts for the sale of all or any part of the Levee Assets (other than this Agreement), nor do there exist any rights of first refusal or options to purchase the Levee Assets, other than this Agreement. This does not apply to instruments 4846-4218-3288 v36 2025.276 - SEAPORT PURCHASE AGREEMENT REV: 10-15-25 VR