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 Project. Without limitation of the foregoing in this Section 24, Contributor agrees to abide by the terms of Exhibit G attached hereto. 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 Project and all related information (including the information listed on Exhibit G) regarding the period for which Acquiror is required to have the Project audited under the regulations of the Securities and Exchange Commission, and (b) a representation letter delivered by each managing agent of the Project regarding the books and records of the Project, in substantially the form as attached hereto as Exhibit H.

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. Upon AcquirorPurchaser’s request, for a period of two (2) years after ClosingEffective Date, Contributor Seller shall make its records (ifinancial or otherwise) make maintained in connection with the Records ownership and operation of Seller’s interest in the Project (the “Records”) available to Acquiror Purchaser for inspection, copying and audit by AcquirorPurchaser’s designated accountants; and , as reasonably necessary in order for Purchaser (iior any of its affiliates) cooperate to comply with Acquiror any SEC or similar reporting obligations imposed upon Purchaser (without or 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 Projectits affiliates). Without limitation of the foregoing in this Section 247, Contributor Seller agrees to abide by the terms of Exhibit G D attached hereto. At any time within two (2) years after the ClosingEffective Date, Contributor Seller further agrees to provide to AcquirorPurchaser’s designated independent auditor, upon request of Acquiror Purchaser or such auditor: (a) access (to the same extent to which Acquiror Purchaser would be entitled to such access) to the books and records of the Project and all related information (including the information listed on Exhibit GD) regarding the period for which Acquiror Purchaser is required to have the Project audited under the regulations of the Securities and Exchange Commission, and (b) a representation letter delivered by each managing agent of the Project regarding the books and records of the Project, in substantially the form as attached hereto as Exhibit H.E.

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 Governmental Approvals necessary for the operation of any portion of the Project. Without limitation of the foregoing in this Section 2421, Contributor agrees to abide by the terms of Exhibit G attached hereto. EXHIBIT I. At any time within two (2) years after the Closing, Contributor further agrees to provide to the Acquiror’s designated independent auditor, upon 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 Project and all related information (including the information listed on Exhibit GEXHIBIT I) regarding the period for which Acquiror is required to have the Project audited under the regulations of the Securities and Exchange Commission, and (by) a representation letter delivered by each managing agent of the Project regarding the books and records of the Project, in substantially the form as attached hereto as Exhibit H.EXHIBIT M.