Common use of ACCESS TO INFORMATION; LITIGATION SUPPORT Clause in Contracts

ACCESS TO INFORMATION; LITIGATION SUPPORT. (a) During the period from the Effective Date to the Closing or earlier termination of this Agreement, the Contributor shall furnish the Special Committee, the REIT and their representatives with any information and data (including copies of contracts, plans and other books and records) concerning the Business, the Manager and operations of the Business as the Special Committee, the REIT or any of their representatives reasonably may request. (b) In the event and for so long as any party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction involving the Business, each of the other parties will reasonably cooperate with such party and its counsel in the contest or defense, make available their personnel and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense; provided, however, that the contesting or defending party shall reimburse the other party for its reasonable costs and expenses (including its internal costs for the personnel providing such assistance); provided, further, that each party may restrict the foregoing access and the disclosure of information to the extent that (i) in the reasonable good faith judgment of such party, any applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (i) through (iii) of this Section 4.02(b), the applicable party shall use its commercially reasonable efforts to (A) obtain the required consent of any such third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to each of the parties and (C) in the case of clauses (i) and (iii), enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. (c) Not less than five (5) business days before the Closing Date, the Contributor shall furnish to the Special Committee and to the REIT its good faith estimate of the Accrued Management Fee, setting forth in reasonable detail how such estimate was calculated.

ACCESS TO INFORMATION; LITIGATION SUPPORT. (a) During the period from the Effective Date to the Closing or earlier termination of this Agreement, the Contributor Contributors shall furnish the Special Committee, the REIT and their representatives with any information and data (including copies of contracts, plans and other books and records) concerning the Business, the Manager and operations of the Business as the Special Committee, the REIT or any of their representatives reasonably may request. (b) In the event and for so long as any party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction involving the Business, each of the other parties will reasonably cooperate with such party and its counsel in the contest or defense, make available their personnel and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense; provided, however, that the contesting or defending party shall reimburse the other party for its reasonable costs and expenses (including its internal costs for the personnel providing such assistance); provided, further, that each party may restrict the foregoing access and the disclosure of information to the extent that (i) in the reasonable good faith judgment of such party, any applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (i) through (iii) of this Section 4.02(b), the applicable party shall use its commercially reasonable efforts to (A) obtain the required consent of any such third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to each of the parties and (C) in the case of clauses (i) and (iii), enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. (c) Not less than five (5) business days before the Closing Date, the Contributor Contributors shall furnish to the Special Committee and to the REIT its good faith estimate of the Accrued Management Fee, setting forth in reasonable detail how such estimate was calculated.

ACCESS TO INFORMATION; LITIGATION SUPPORT. (a) During the period from the Effective Date to the Closing or earlier termination of this Agreement, the Contributor each Seller shall furnish the Special Committee, the REIT and their representatives with any information and data (including copies of contracts, plans and other books and records) concerning the Business, the Manager Sub and operations of the Business as the Special Committee, the REIT or any of their representatives reasonably may request. (b) In the event and for so long as any party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction involving the Business, each of the other parties will reasonably cooperate with such party and its counsel in the contest or defense, make available their personnel and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense; provided, however, that the contesting or defending party shall reimburse the other party for its reasonable out-of-pocket costs and expenses (including its internal costs for the personnel providing such assistance)expenses; provided, further, that each party may restrict the foregoing access and the disclosure of information to the extent that that, (i) in the reasonable good faith judgment of such party, any applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (i) through (iii) of this Section 4.02(b), the applicable party shall use its commercially reasonable efforts to (A) obtain the required consent of any such third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to each of the parties and (C) in the case of clauses (i) and (iii), enter into a joint defense agreement or implement such other techniques if the as parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. (c) Not less than five (5) business days before the Closing Date, the Contributor shall furnish to the Special Committee and to the REIT its good faith estimate of the Accrued Management Fee, setting forth in reasonable detail how such estimate was calculated.

ACCESS TO INFORMATION; LITIGATION SUPPORT. (a) During the period from the Effective Date to the Closing or earlier termination of this Agreement, the Contributor Contributors shall furnish the Special Committee, the REIT Company and their representatives with any information and data (including copies of contracts, plans and other books and records) concerning the Business, the Manager Advisor Parties and operations of the Business Business, the Advisor Parties as the Special Committee, the REIT Company or any of their such representatives reasonably may request. (b) In the event and for so long as any party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim claim, or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act act, or transaction involving the Business, each of the other parties will reasonably cooperate with such party and its counsel in the contest or defense, make available their personnel personnel, and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense; provided, however, that the contesting or defending party shall reimburse the other party for its reasonable costs and expenses (including its internal costs for the personnel providing such assistance); provided. Section 4.03 PROXY STATEMENT: SPECIAL MEETING (a) Reasonably promptly after the date hereof, furtherthe Company shall prepare and file with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A for a special meeting of its stockholders (as amended or supplemented, that each party may restrict the foregoing access “Proxy Statement”). The Company shall include in the Proxy Statement a proposal or proposals for or relating to the approval of the Transactions and the disclosure Transaction Documents, and including the issuance of the OP Units if required under Rule 312.03 of the New York Stock Exchange Listed Manual, which proposal(s)shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the stockholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by any of Contributors or their respective Affiliates, or by any other stockholder determined to have a material financial interest in the Transactions (the “Company Stockholder Approval”). The Company shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the federal securities Laws (including the SEC’s proxy rules) and of Maryland law. Prior to filing the Proxy Statement or any amendment or supplement thereto, the Company shall provide Contributors with reasonable opportunity to review and comment on such proposed filing solely with respect to the Company Stockholder Approval and any information relating to Contributors or any of its designees to the Board of Directors of the Company. If at any time prior to the Closing Date, any information should be discovered by either party hereto that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent that required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company with the SEC and, to the extent required by applicable Law, disseminated by the Company to the stockholders of the Company. (ib) in The Company shall promptly notify Contributors of the reasonable good faith judgment of such party, any applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure receipt of any such comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Contributors with copies of all correspondence between it or document would result in any of its representatives, on the loss one hand, and the SEC or the staff of attorney-client privilege; providedthe SEC, furtheron the other hand, that with respect to clauses (i) through (iii) of this Section 4.02(b), the applicable party shall use its commercially reasonable efforts to (A) obtain the required consent of any such third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to each of the parties and (C) in the case of clauses (i) and (iii), enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilegeProxy Statement. (c) Not less than five (5) business days before The Company shall mail the Closing Date, the Contributor shall furnish Proxy Statement to the Special Committee holders of Common Stock in accordance with customary practice after the SEC’s review of the Proxy Statement is completed. (d) The Company shall, in accordance with customary practice, duly call, give notice of, convene and hold a special meeting of its stockholders (the “Stockholders Meeting”). One matter presented to the REIT its good faith estimate stockholders of the Accrued Management FeeCompany at the Stockholders Meeting for approval shall be the Company Stockholder Approval. The Board of Directors of the Company will recommend that the stockholders of the Company vote in favor of the issuance of the OP Units at the Stockholders Meeting, setting forth and the Company will use reasonable best efforts to solicit from its stockholders proxies in reasonable detail how favor of such estimate was calculatedapproval.

ACCESS TO INFORMATION; LITIGATION SUPPORT. (a) During the period from the Effective Date to the Closing or earlier termination of this Agreement, the each Contributor shall furnish the Special Committee, the REIT and their representatives with any information and data (including copies of contracts, plans and other books and records) concerning the Business, the BRG Manager, Manager Sub and operations of the Business as the Special Committee, the REIT or any of their representatives reasonably may request. (b) In the event and for so long as any party actively is contesting or defending against any third party action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand in connection with any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction involving the Business, each of the other parties will reasonably cooperate with such party and its counsel in the contest or defense, make available their personnel and provide such testimony and access to their books and records as shall be reasonably necessary in connection with the contest or defense; provided, however, that the contesting or defending party shall reimburse the other party for its reasonable out-of-pocket costs and expenses (including its internal costs for the personnel providing such assistance)expenses; provided, further, that each party may restrict the foregoing access and the disclosure of information to the extent that that, (i) in the reasonable good faith judgment of such party, any applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (i) through (iii) of this Section 4.02(b), the applicable party shall use its commercially reasonable efforts to (A) obtain the required consent of any such third party to provide such access or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to each of the parties and (C) in the case of clauses (i) and (iii), enter into a joint defense agreement or implement such other techniques if the as parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. (c) Not less fewer than five ten (510) business calendar days before the Closing Date, the Designated Contributor shall furnish to the Special Committee and to the REIT its good faith estimate of the Accrued Management Fee, setting forth in reasonable detail how such estimate was calculated. The Designated Contributor, the Special Committee and the REIT shall cooperate in good faith to agree the amount of the Accrued Management Fee.