Common use of AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER Clause in Contracts

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. Upon Acquiror’s request, for a period of two (2) years after Closing, Contributor shall (i) make the Records available to Acquiror for inspection, copying and audit by Acquiror’s designated accountants; and (ii) cooperate with Acquiror (without any third party expense to Contributor) in obtaining any and all permits, licenses, authorizations, and other governmental approvals necessary for the operation of any portion of the Property. Without limitation of the foregoing in this Section 23, Contributor agrees to abide by any and all reporting requirements and obligations of Acquiror related to this Agreement. At any time within two (2) years after the Closing, Contributor further agrees to provide to Acquiror’s designated independent auditor, upon request of Acquiror or such auditor: (a) access (to the same extent to which Acquiror would be entitled to such access) to the books and records of the Property and all related information regarding the period for which Acquiror is required to have the Property audited under the regulations of the Securities and Exchange Commission, and (b) a representation letter delivered by each managing agent of the Property regarding the books and records of the Property.

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. (1) Upon Acquiror’s Buyer's request, for a period of two (2) years after the Closing, Contributor Seller shall (i) make the Records available to Acquiror Buyer for inspection, copying and audit by Acquiror’s Buyer's designated accountants; and (ii) cooperate with Acquiror Buyer (without any third party expense to ContributorSeller) in obtaining any and all permits, licenses, authorizations, and other governmental approvals Governmental Approvals necessary for the operation of any portion or all of the Property. Without limitation of the foregoing in this Section 23Section, Contributor agrees Seller agree to abide by any and all reporting requirements and obligations the terms of Acquiror related to this AgreementExhibit "D" attached hereto. At any time before or within two (2) years after the Closing, Contributor Seller further agrees to provide to Acquiror’s the Buyer's designated independent auditor, upon request of Acquiror Buyer or such auditor: (ax) access (to the same extent to which Acquiror Buyer would be entitled to such access) to the books and records of the Property and all related information (including the information listed on Exhibit "D") regarding the period for which Acquiror Buyer is required to have the Property audited under the regulations of the Securities and Exchange Commission, and (by) a representation letter delivered by each managing agent of the Property regarding the books and records of the Property., in substantially the form as attached hereto as Exhibit "E."

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. 12.8.1. Upon Acquiror’s 's reasonable request, for a period of two (2) years after the Closing, Contributor shall (i) make the Records available to Acquiror for inspection, copying and audit by Acquiror’s 's designated accountants; and (ii) cooperate with Acquiror (without any third party expense to Contributor) in obtaining any and all permits, licenses, authorizations, and other governmental approvals Governmental Approvals necessary for the operation of any portion of the Real Property. Without limitation of the foregoing in this Section 2312.8, Contributor agrees to abide by any and all reporting requirements and obligations the terms of Acquiror related to this AgreementExhibit E attached hereto. At any time before or within two (2) years after the Closing, Contributor further agrees to provide to the Acquiror’s 's designated independent auditor, upon the reasonable request of Acquiror or such auditor: , (ax) access (to the same extent to which Acquiror would be entitled to such access) to the books and records of the Real Property and all related information (including the information listed on Exhibit E) regarding the period for which Acquiror is required to have the Real Property audited under the regulations of the Securities and Exchange CommissionSEC, and (by) a representation letter delivered by each managing agent of the Property Contributor regarding the books and records of the Real Property., in substantially the form as attached hereto as Exhibit F.

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. 12.8.1. Upon Acquiror’s Buyer's request, for a period of two (2) years after the Closing, Contributor Sellers shall (i) make the Records available to Acquiror Buyer for inspection, copying and audit by Acquiror’s Buyer's designated accountants; and (ii) cooperate with Acquiror Buyer (without any third party expense to ContributorSellers) in obtaining obtainin any and all permits, licenses, authorizations, and other governmental approvals Governmental Approvals necessary for the operation of any portion or all of the PropertyProjects. Without limitation of the foregoing in this Section 2312.8, Contributor agrees Sellers agree to abide by any and all reporting requirements and obligations the terms of Acquiror related to this AgreementExhibit "Securities Reporting Requirements" attached hereto. At any time before or within two (2) years after the Closing, Contributor Sellers further agrees agree to provide to Acquiror’s the Buyer's designated independent auditor, upon request of Acquiror Buyer or such auditor: (ax) access (to the same extent to which Acquiror Buyer would be entitled to such access) to the books and records of the Property Projects and all related information (including the information listed on Exhibit "Securities Reporting Requirements") regarding the period for which Acquiror Buyer is required to have the Property Project audited under the regulations of the Securities and Exchange Commission, and (by) a representation letter delivered by each managing agent of the Property Projects regarding the books and records of the PropertyProjects, in substantially the form as attached hereto as Exhibit "Audit Representation Letter".

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. 12.8.1. Upon Acquiror’s Buyer's request, for a period of two (2) years after the Closing, Contributor Sellers shall (i) make the Records available to Acquiror Buyer for inspection, copying and audit by Acquiror’s Buyer's designated accountants; and (ii) cooperate with Acquiror Buyer (without any third party expense to ContributorSellers) in obtaining any and all permits, licenses, authorizations, and other governmental approvals Governmental Approvals necessary for the operation of any portion or all of the PropertyProjects. Without limitation of the foregoing in this Section 2312.8, Contributor agrees Sellers agree to abide by any and all reporting requirements and obligations the terms of Acquiror related to this AgreementExhibit "Securities Reporting Requirements" attached hereto. At any time before or within two (2) years after the Closing, Contributor Sellers further agrees agree to provide to Acquiror’s the Buyer's designated independent auditor, upon request of Acquiror Buyer or such auditor: (ax) access (to the same extent to which Acquiror Buyer would be entitled to such access) to the books and records of the Property Projects and all related information (including the information listed on Exhibit "Securities Reporting Requirements") regarding the period for which Acquiror Buyer is required to have the Property Project audited under the regulations of the Securities and Exchange Commission, and (by) a representation letter delivered by each managing agent of the Property Projects regarding the books and records of the PropertyProjects, in substantially the form as attached hereto as Exhibit "Audit Representation Letter".