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

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. (1) Upon Buyer's request, for a period of two years after the Closing, Seller shall (i) make the Records available to Buyer for inspection, copying and audit by Buyer's designated accountants; and (ii) cooperate with Buyer (without any third party expense to Seller) in obtaining any and all permits, licenses, authorizations, and other Governmental Approvals necessary for the operation of any or all of the Property. Without limitation of the foregoing in this Section, Seller agree to abide by the terms of Exhibit "D" attached hereto. At any time before or within two years after the Closing, Seller further agrees to provide to the Buyer's designated independent auditor, upon request of Buyer or such auditor: (x) access (to the same extent to which 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 Buyer is required to have the Property audited under the regulations of the Securities and Exchange Commission, and (y) 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." (2) In addition, Seller shall provide, and cooperate, in all respects, in providing, Buyer with copies of, or access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, to enable the Buyer or the REIT to issue one or more mutually agreed upon press releases concerning the transaction that is the subject of this Agreement, to file a Current Report on Form 8-K (as specified on Exhibit "D"), if, as and when such filing may be required by the SEC and to make any other filings that may be required by any Governmental Authority. The obligation of Seller to cooperate in providing Buyer with such information for Buyer to file its Current Report on Form 8-K shall survive the Closing.

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. (1) Upon Buyer12.7.1. If the Closing Date occurs after March 31, 2000, then upon Acquiror's reasonable request, for a period of two years after the Closing, Seller Contributor shall (i) make the Records available to Buyer Acquiror for inspection, copying and audit by BuyerAcquiror's designated accountants; and (ii) cooperate with Buyer Acquiror (without any third party expense to SellerContributor) in obtaining any and all permits, licenses, authorizations, and other Governmental Approvals necessary for the operation of any or all of the PropertyProject. Without limitation of the foregoing in this SectionSection 12.7, Seller agree if the Closing Date occurs after March 31, 2000, then Contributor agrees to abide by the terms of Exhibit "D" EXHIBIT E attached hereto. At If the Closing Date occurs after March 31, 2000, then at any time before or within two years after the Closing, Seller Contributor further agrees to provide to the BuyerAcquiror's designated independent auditor, upon the reasonable request of Buyer Acquiror or such auditor: , (x) access (to the same extent to which Buyer Acquiror 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 "D"EXHIBIT E) regarding the period for which Buyer Acquiror is required to have the Property Projects audited under the regulations of the Securities and Exchange CommissionSEC, and (y) a representation letter delivered by each managing agent of the Property Contributor regarding the books and records of the PropertyProject, in substantially the form as attached hereto as Exhibit "E."EXHIBIT F. (2) 12.7.2. In addition, Seller if the Closing Date occurs after March 31, 2000, then during such two year period Contributor shall provide, and cooperate, cooperate in all respects, reasonable respects in providing, Buyer Acquiror with copies of, or access to, such factual information as may be reasonably requested by BuyerAcquiror, and in the possession or control of SellerContributor, to enable the Buyer or the REIT to issue one or more mutually agreed upon press releases concerning the transaction that is the subject of this Agreement, to file a Current Report on Form 8-K (as specified on Exhibit "D"EXHIBIT E attached hereto), if, as and when such filing may be required by the SEC and to make any other filings that may be required by any Governmental Authority. The obligation of Seller Contributor to cooperate in providing Buyer Acquiror with such information for Buyer Acquiror to file its Current Report on Form 8-K shall survive the Closing.

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. (1) 12.8.1. Upon BuyerAcquiror's reasonable request, for a period of two years after the Closing, Seller Contributor shall (i) make the Records available to Buyer Acquiror for inspection, copying and audit by BuyerAcquiror's designated accountants; and (ii) cooperate with Buyer Acquiror (without any third party expense to SellerContributor) in obtaining any and all permits, licenses, authorizations, and other Governmental Approvals necessary for the operation of any or all of the Real Property. Without limitation of the foregoing in this SectionSection 12.8, Seller agree Contributor agrees to abide by the terms of Exhibit "D" E attached hereto. At any time before or within two years after the Closing, Seller Contributor further agrees to provide to the BuyerAcquiror's designated independent auditor, upon the reasonable request of Buyer Acquiror or such auditor: , (x) access (to the same extent to which Buyer 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 "D"E) regarding the period for which Buyer Acquiror is required to have the Real Property audited under the regulations of the Securities and Exchange CommissionSEC, and (y) 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 "E."F. (2) 12.8.2. In addition, Seller during such two year period Contributor shall provide, and cooperate, cooperate in all respects, reasonable respects in providing, Buyer Acquiror with copies of, or access to, such factual information as may be reasonably requested by BuyerAcquiror, and in the possession or control of SellerContributor, to enable the Buyer or the REIT to issue one or more mutually agreed upon press releases concerning the transaction that is the subject of this Agreement, to file a Current Report on Form 8-K (as specified on Exhibit "D"E attached hereto), if, as and when such filing may be required by the SEC and to make any other filings that may be required by any Governmental Authority. The obligation of Seller Contributor to cooperate in providing Buyer Acquiror with such information for Buyer Acquiror to file its Current Report on Form 8-K shall survive the Closing.

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. (1) 12.8.1. Upon Buyer's request, for a period of two years after the Closing, Seller Sellers shall (i) make the Records available to Buyer for inspection, copying and audit by Buyer's designated accountants; and (ii) cooperate with Buyer (without any third party expense to SellerSellers) in obtaining obtainin any and all permits, licenses, authorizations, and other Governmental Approvals necessary for the operation of any or all of the PropertyProjects. Without limitation of the foregoing in this SectionSection 12.8, Seller Sellers agree to abide by the terms of Exhibit "DSecurities Reporting Requirements" attached hereto. At any time before or within two years after the Closing, Seller Sellers further agrees agree to provide to the Buyer's designated independent auditor, upon request of Buyer or such auditor: (x) access (to the same extent to which 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 "DSecurities Reporting Requirements") regarding the period for which Buyer is required to have the Property Project audited under the regulations of the Securities and Exchange Commission, and (y) 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 "E.Audit Representation Letter". (2) 12.8.2. In addition, Seller Sellers shall provide, and cooperate, in all respects, in providing, Buyer with copies of, or access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of SellerSellers, to enable the Buyer or the REIT to issue one or more mutually agreed upon press releases concerning the transaction that is the subject of this Agreement, to file a Current Report on Form 8-K (as specified on Exhibit "D"Securities Reporting Requirements" attached hereto), if, as and when such filing may be required by the SEC and to make any other filings that may be required by any Governmental Authority. The obligation of Seller Sellers to cooperate in providing providin Buyer with such information for Buyer to file its Current Report on Form 8-K shall survive the Closing.

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. (1) 12.8.1. Upon Buyer's request, for a period of two years after the Closing, Seller Sellers shall (i) make the Records available to Buyer for inspection, copying and audit by Buyer's designated accountants; and (ii) cooperate with Buyer (without any third party expense to SellerSellers) in obtaining any and all permits, licenses, authorizations, and other Governmental Approvals necessary for the operation of any or all of the PropertyProjects. Without limitation of the foregoing in this SectionSection 12.8, Seller Sellers agree to abide by the terms of Exhibit "DSecurities Reporting Requirements" attached hereto. At any time before or within two years after the Closing, Seller Sellers further agrees agree to provide to the Buyer's designated independent auditor, upon request of Buyer or such auditor: (x) access (to the same extent to which 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 "DSecurities Reporting Requirements") regarding the period for which Buyer is required to have the Property Project audited under the regulations of the Securities and Exchange Commission, and (y) 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 "E.Audit Representation Letter". (2) 12.8.2. In addition, Seller Sellers shall provide, and cooperate, in all respects, in providing, Buyer with copies of, or access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of SellerSellers, to enable the Buyer or the REIT to issue one or more mutually agreed upon press releases concerning the transaction that is the subject of this Agreement, to file a Current Report on Form 8-K (as specified on Exhibit "D"Securities Reporting Requirements" attached hereto), if, as and when such filing may be required by the SEC and to make any other filings that may be required by any Governmental Authority. The obligation of Seller Sellers to cooperate in providing Buyer with such information for Buyer to file its Current Report on Form 8-K shall survive the Closing.