Common use of Cooperation with Audit Clause in Contracts

Cooperation with Audit. Seller Parties acknowledges that Buyer intends to assign all of its rights, title and interest in and to this Agreement, and that the assignee may be affiliated with a publicly registered company (“Registered Company”) promoted by Buyer. Seller Parties acknowledges that it has been advised that if the Buyer is affiliated with a Registered Company, the assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “stub period”) for the Property. To assist the assignee in preparing the SEC Filings, the Seller Parties covenant to provide the assignee with the following during the Due Diligence Period and for one (1) year thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant and any guarantor of the Master Lease: (i) access to bank statements for the Audited Year and stub period; (ii) rent roll as of the end of the Audited Year and stub period; (iii) operating statements for the Audited Year and stub period; (iv) access to the general ledger for the Audited Year and stub period; (v) cash receipts schedule for each month in the Audited Year and stub period; (vi) access to invoices for expenses and capital improvements in the Audited Year and stub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and stub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year and stub period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and stub period; (xii) signed representation letter in the form attached hereto as Schedule “33-A” (“Representation Letter”), and (xiii) to the extent necessary, a signed audit letter in the form attached hereto as Schedule “33-B”(“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller Party also agrees to deliver a signed Representation Letter and signed Audit Letter to Buyer within five (5) Business Days prior to Closing, and such delivery shall be a condition to Closing. The provisions of this Section shall survive Closing. Seller Party also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be reasonably requested by Buyer.

Cooperation with Audit. Seller Parties acknowledges that Buyer intends to assign all of its rights, title and interest in and to this Agreement, and that the . The assignee may be affiliated with a publicly registered company (“Registered Company”) promoted by Buyer. Seller Parties acknowledges that it has been advised that if the Buyer is affiliated with a Registered Company, the assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) most recent pre-acquisition fiscal year years (the “Audited YearYears”) and the current fiscal year through the date of acquisition (the “stub period”) for the Property. To assist the assignee in preparing the SEC Filings, the Seller Parties covenant covenants and agrees to provide the assignee with the following during the Due Diligence Period and for one (1) year any time thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant and any guarantor until the first anniversary of the Master LeaseClosing Date: (i) access to bank statements for the Audited Year Years and stub period; (ii) rent roll as of the end of the Audited Year Years and stub period; (iii) operating statements for the Audited Year Years and stub period; (iv) access to the general ledger for the Audited Year Years and stub period; (v) cash receipts schedule for each month in the Audited Year Years and stub period; (vi) access to invoices for expenses and capital improvements in the Audited Year Years and stub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year Years and stub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year Years and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year Years and stub period along with an explanation for all accounts over thirty (30) 30 days past due as of the end of the Audited Year Years and stub period; (xii) signed representation letter in the form attached hereto as Schedule “3327-A” (“Representation Letter”), and (xiii) to the extent necessary, a signed audit the information set forth in the letter set forth in the form attached hereto as Schedule “3327-B”(“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller Party also agrees to deliver to Buyer a signed Representation Letter and signed the information requested in the Audit Letter to Buyer within five (5) Business Days business days prior to Closing, and such delivery shall be a condition to ClosingClosing so long as such request is made during the Due Diligence Period. The provisions of this Section shall survive Closing. Seller Party also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be reasonably requested by Buyer.

Cooperation with Audit. Seller Parties acknowledges that Buyer intends (a) Sellers acknowledge that, subject to Section 14.02, Purchaser may assign all of its rightsright, title and interest in and to this Agreement, and that the . The assignee may be affiliated with a publicly registered company (“Registered Company”) promoted by BuyerPurchaser. Seller Parties acknowledges Sellers acknowledge that it has they have been advised that if the Buyer Purchaser is affiliated with a Registered Company, the assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) most recent pre-acquisition pre‑acquisition fiscal year years (the “Audited YearYears”) and the current fiscal year through the date of acquisition (the “stub period”) for the each Property. To assist the assignee in preparing the SEC Filings, the Seller Parties Sellers covenant and agree to (and to cause Parent Guarantor to) provide the assignee (to the extent in Sellers’ possession or reasonable control), upon not less than two (2) weeks prior written notice and during normal business hours, with the following during within five (5) Business Days prior to the Due Diligence Period and for one (1) year thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant DDP Expiration Date and any guarantor time thereafter until the first anniversary of the Master LeaseClosing Date: (i) access to bank statements for the Audited Year Years and stub periodperiods; (ii) rent roll as of the end of the Audited Year Years and stub periodperiods; (iii) operating statements for the Audited Year Years and stub periodperiods; (iv) access to the general ledger for the Audited Year Years and stub periodperiods; (v) cash receipts schedule for each month in the Audited Year Years and stub periodperiods; (vi) access to invoices for expenses and capital improvements in the Audited Year Years and stub periodperiods; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year Years and stub periodperiods and the three months thereafter; (ix) all leases and five (5-) year lease schedules; (x) copies of all insurance documentation for the Audited Year Years and stub periodperiods; (xi) copies of accounts receivable aging as of the end of the Audited Year Years and stub period periods along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year Years and stub periodperiods; (xii) signed representation letter in the form attached hereto as Schedule “33-A” Exhibit I (“Representation Letter”), ; (xiii) all organizational documents of Seller; (xiv) confirmation of all cash receivables and payables for the Audited Years and the stub periods; (xv) all information related to financial statement footnotes; and (xiiixvi) to the extent necessary, a signed audit the information set forth in the letter set forth in the form attached hereto as Schedule “33-B”(“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with Exhibit J. To the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into extent requested by Purchaser prior to the date of this Agreement. Seller Party Closing, Sellers also agrees agree to deliver to Purchaser a signed Representation Letter and signed Audit Letter to Buyer the foregoing requested information within five (5) Business Days prior to Closing, and such delivery shall be a condition to Closing. The provisions Sellers acknowledge receipt of this Section shall survive Closinga sample audit request deliverables checklist provided by Purchaser for Sellers’ review. Seller Party also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as Purchaser understands that not all of the items listed thereon may be reasonably applicable to Sellers, Parent Guarantor and the 50 Facilities, but Sellers agree to use commercially reasonable efforts to deliver or otherwise make available at the Facilities the items listed thereon to the extent applicable and requested by BuyerPurchaser’s auditor.

Cooperation with Audit. Seller Parties Sellers acknowledges that Buyer intends to assign all of its rights, title and interest in and to this Agreement, and that the assignee may be affiliated with a publicly registered company (“Registered Company”) promoted by Buyer). Seller Parties acknowledges Sellers acknowledge that it has they have been advised that if the Buyer or its assignee is affiliated with a Registered Company, the assignee that party may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent prefiscal years 2012 (year-acquisition fiscal year end data only), 2013 and 2014 (collectively, the “Audited Year”) and the current fiscal year through the date of acquisition (the “stub period”) for the Property. To assist the assignee in preparing the SEC Filings, the Seller Parties covenant Sellers covenants to provide (or cause Brookdale to provide the items in italics below) the assignee with the following during the Due Diligence Period and for one (1) year thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant and any guarantor of the Master Leasethereafter: (i) access to bank statements for the Audited Year and stub period; (ii) rent roll as of the end of the Audited Year and stub period; (iii) operating statements for the Audited Year and stub period; (iv) access to the general ledger for the Audited Year and stub period; (v) cash receipts schedule for each month in the Audited Year and stub period; (vi) access to invoices for expenses and capital improvements in the Audited Year and stub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and stub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year and stub period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and stub periodalong; (xii) signed representation letter in the form attached hereto as Schedule “33-A” (“Representation Letter”), and (xiii) to the extent necessary, a signed audit letter in the form attached hereto as Schedule “33-B”(“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller Party Sellers also agrees agree to deliver a signed Representation Letter and signed Audit Letter to Buyer within five (5) Business Days business days prior to Closing, and such delivery shall be a condition to Closing. The provisions of this Section shall survive Closing. Seller Party Sellers also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be reasonably requested by Buyer.

Cooperation with Audit. Seller Parties acknowledges that Buyer intends to assign all of Purchaser and its rights, title and interest in and to this Agreement, and that the assignee intended assignee(s) are or may be affiliated with a publicly registered company (“Registered Company”) promoted by BuyerPurchaser or its Affiliates. Seller Parties acknowledges that it has been advised that if the Buyer is affiliated with a Registered Company, the assignee Purchaser or such assignee(s) may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent three (3) pre-acquisition fiscal year years (the “Audited YearYears”) and the current fiscal year through the date of acquisition June 30, 2015 (the “stub period”) for the PropertyFacility. To assist the assignee assignee(s) in preparing the SEC Filings, the Seller Parties covenant covenants to provide the assignee said assignee(s) with the following during the Due Diligence Period and for one (1) year thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant and any guarantor until the first anniversary of the Master LeaseEffective Time: (i) access to bank statements for the Audited Year Years and stub period; (ii) rent roll as of the end of the Audited Year Years and stub period; (iii) operating statements for the Audited Year Years and stub period; (iv) access to the general ledger for the Audited Year Years and stub period; (v) cash receipts schedule for each month in the Audited Year Years and stub period; (vi) access to invoices for expenses and capital improvements in the Audited Year Years and stub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year Years and stub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year Years and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year Years and stub period along with an explanation for all accounts over thirty (30) 30 days past due as of the end of the Audited Year Years and stub period; (xii) signed representation letter in the form attached hereto as Schedule “3313.21-A” (“Representation Letter”), and (xiii) to the extent necessary, a signed audit letter in the form attached hereto as Schedule “3313.21-B”(“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller Party also agrees to deliver a signed Representation Letter and signed Audit Letter to Buyer Purchaser within five (5) Business Days business days prior to Closing, and such delivery shall be a condition to Closing. The provisions of this Section shall survive Closing. Seller Party also agrees to reasonably cooperate with Buyer Purchaser to obtain a comfort letter, as may be reasonably requested by Buyer.Purchaser. 68

Cooperation with Audit. Seller Parties acknowledges that Buyer intends to assign all of its rights, title and interest in and to this Agreement, and that the assignee may be affiliated with a publicly registered company (“Registered Company”) promoted by Buyer. Seller Parties and Operator acknowledges that it has been advised that if the Buyer is affiliated with a Registered Company, the Buyer’s assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “stub periodStub Period”) for the PropertyProperties. To assist the Buyer’s assignee in preparing the SEC Filings, the Seller Parties and Operator covenant to provide the Buyer’s assignee with the following during the Due Diligence Period and for one (1) year thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant and any guarantor of the Master Leasethereafter: (i) access to bank statements for the Audited Year and stub periodStub Period; (ii) rent roll as of the end of the Audited Year and stub periodStub Period; (iii) operating statements for the Audited Year and stub periodStub Period; (iv) access to the general ledger for the Audited Year and stub periodStub Period; (v) cash receipts schedule for each month in the Audited Year and stub periodStub Period; (vi) access to invoices for expenses and capital improvements in the Audited Year and stub periodStub Period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and stub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and stub periodStub Period; (xi) copies of accounts receivable aging as of the end of the Audited Year and stub period Stub Period along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year and stub periodStub Period; (xii) signed representation letter in the form attached hereto as Schedule “3334-A” (“Representation Letter”), and (xiii) to the extent necessary, a signed audit letter in the form attached hereto as Schedule “3334-B”(“Audit B” (“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller Party and Operator also agrees to deliver a signed Representation Letter and signed Audit Letter to Buyer within five (5) Business Days business days prior to Closing, and such delivery shall be a condition to Closing; provided, however, that: (X) Seller and Operator shall not be obligated to incur any additional expense as a direct result thereof; and (Y) if so requested, Assignor shall indemnify Seller and Operator against any costs arising as a result of obtaining the Representation Letter and Audit Letter. The provisions of this Section shall survive Closing. Seller Party and Operator also agrees agree to reasonably cooperate with Buyer to obtain a comfort letter, as may be reasonably requested by Buyer.

Cooperation with Audit. Seller Parties acknowledges that Buyer intends to assign all Purchaser or its assignee is a subsidiary of its rights, title and interest in and to this Agreement, and that the assignee may be affiliated with a publicly registered company (“Registered Company”) promoted by Buyer). Seller Parties acknowledges that it has they have been advised that if the Buyer is affiliated with a Registered Company, the assignee Purchaser may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the five (5) most recent pre-acquisition fiscal year years (the “Audited YearYears”) and the current fiscal year through the date of acquisition (the “stub period”) for the PropertyProperties. To assist the assignee Purchaser in preparing the SEC Filings, the Seller Parties covenant covenants and agrees to provide the assignee with use commercially reasonable efforts to make available to Purchaser the following during within five (5) business days prior to the Due Diligence expiration of the Inspection Period and for one (1) year any time thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant and any guarantor until the first anniversary of the Master LeaseClosing Date: (i) access to bank statements for the Audited Year Years and stub periodperiods; (ii) rent roll analysis as of the end of the Audited Year Years and stub periodperiods; (iii) operating statements for the Audited Year Years and stub periodperiods; (iv) access to the general ledger for the Audited Year Years and stub periodperiods; (v) cash receipts schedule for each month in the Audited Year Years and stub periodperiods; (vi) access to invoices for expenses and capital improvements in the Audited Year Years and stub periodperiods; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year Years and stub periodperiods and the three months thereafter; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year Years and stub periodperiods; (xi) copies of accounts receivable aging as of the end of the Audited Year Years and stub period periods along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year Years and stub periodperiods; (xii) signed representation letter in copies of all agreements or summaries, to the form attached hereto as Schedule “33-A” (“Representation Letter”)extent such agreements are not written, of all transactions between Seller and its affiliates related to the Acquired Assets (xiii) confirmation of all cash receivables and payables for the Audit Years and the stub periods; and (xiv) all information related to the extent necessary, a signed audit letter in the form attached hereto as Schedule “33-B”(“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreementfinancial statement footnotes. Seller Party also agrees to use commercially reasonable efforts to deliver a signed Representation Letter and signed Audit Letter or make available to Buyer Purchaser at Licensed Operator's office the foregoing requested information within five (5) Business Days business days prior to Closing, Seller acknowledges receipt of a sample audit request deliverables checklist provided by Purchaser for Seller’s review. Purchaser understands that not all of the items listed thereon may be applicable to Seller and such delivery the Facilities, but Seller agrees to use commercially reasonable efforts to deliver or otherwise make available at the Facility or at Licensed Operator's office the items listed thereon to the extent applicable and requested by Purchaser’s auditor. Notwithstanding any language to the contrary set forth herein, Purchaser agrees to engage Purchaser’s auditor at its sole cost and expense and to reimburse Seller for the fees and expenses actually charged by Seller’s auditor in assisting Purchaser’s auditor with the foregoing audit and SEC Filings (not to include the cost of Seller’s audited consolidated financial statements or other fees or expenses which Seller would have incurred regardless of the foregoing audit and SEC filing requirements). To the extent Purchaser requires audited consolidated financial statements from Seller for tax years prior to 2012, Purchaser shall be a condition to Closing. The provisions of this Section shall survive Closing. Seller Party also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be reasonably requested by Buyersolely responsible for paying for such costs and expenses.

Cooperation with Audit. Seller Parties acknowledges that Buyer intends Sellers acknowledge that, subject to Section 14.02, Purchaser may assign all of its rightsright, title and interest in and to this Agreement, and that the . The assignee may be affiliated with a publicly registered company (“Registered Company”) promoted by BuyerPurchaser. Seller Parties acknowledges Sellers acknowledge that it has they have been advised that if the Buyer Purchaser is affiliated with a Registered Company, the assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) most recent pre-acquisition fiscal year years (the “Audited YearYears”) and the current fiscal year through the date of acquisition (the “stub period”) for the each Property. To assist the assignee in preparing the SEC Filings, the Sellers covenant and agree to (and to cause Seller Parties covenant to Guarantor to) provide the assignee with the following during within five (5) Business Days prior to the Due Diligence Period and for one (1) year thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant DDP Expiration Date and any guarantor time thereafter until the first anniversary of the Master LeaseClosing Date: (i) access to bank statements for the Audited Year Years and stub periodperiods; (ii) rent roll as of the end of the Audited Year Years and stub periodperiods; (iii) operating statements for the Audited Year Years and stub periodperiods; (iv) access to the general ledger for the Audited Year Years and stub periodperiods; (v) cash receipts schedule for each month in the Audited Year Years and stub periodperiods; (vi) access to invoices for expenses and capital improvements in the Audited Year Years and stub periodperiods; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year Years and stub periodperiods and the three months thereafter; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year Years and stub periodperiods; (xi) copies of accounts receivable aging as of the end of the Audited Year Years and stub period periods along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year Years and stub periodperiods; (xii) signed representation letter in the form attached hereto as Schedule “33-A” Exhibit I (“Representation Letter”), ; (xiii) all organizational documents of Seller; (xiv) confirmation of all cash receivables and payables for the Audit Years and the stub periods; (xv) all information related to financial statement footnotes; and (xiiixvi) to the extent necessary, a signed audit the information set forth in the letter set forth in the form attached hereto as Schedule Exhibit J (“33-B”(“Audit Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller Party also agrees to deliver to Purchaser a signed Representation Letter and signed Audit Letter to Buyer the foregoing requested information within five (5) Business Days prior to Closing, and such delivery shall be a condition to Closing. Sellers acknowledge receipt of a sample audit request deliverables checklist provided by Purchaser for Sellers’ review. Purchaser understands that not all of the items listed thereon may be applicable to Sellers, Seller Guarantor and the Facilities, but Sellers agree to use commercially reasonable efforts to deliver or otherwise make available at the Facilities the items listed thereon to the extent applicable and requested by Purchaser’s auditor. Notwithstanding any language to the contrary set forth herein, Purchaser agrees to engage Purchaser’s auditor at its sole cost and expense and to reimburse Sellers for the fees and expenses actually charged by Sellers’ auditor in assisting Purchaser’s auditor with the foregoing audit and SEC Filings (not to include the cost of Sellers’ audited consolidated financial statements or other fees or expenses which Sellers would have incurred regardless of the foregoing audit and SEC filing requirements). The provisions of this Section 14.18 shall survive Closing. Seller Party also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be reasonably requested by Buyer.

Cooperation with Audit. Seller Parties acknowledges that Buyer intends to assign all of Purchaser and its rights, title and interest in and to this Agreement, and that the intended assignee are or may be affiliated with a publicly registered company (“Registered Company”) promoted by BuyerPurchaser or its affiliate. Seller Parties acknowledges that it has been advised that if the Buyer is affiliated with a Registered Company, the Purchaser or such assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three most recent pre-acquisition fiscal year years (the “Audited Year”) and the current fiscal year through the date of acquisition (the “stub period”) for the Property. To assist the assignee in preparing the SEC Filings, the Seller Parties covenant covenants to provide the said assignee with the following during the Due Diligence Period and for one (1) year thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant and any guarantor until the first anniversary of the Master LeaseEffective Time: (i) access to bank statements for the Audited Year and stub period; (ii) rent roll as of the end of the Audited Year and stub period; (iii) operating statements for the Audited Year and stub period; (iv) access to the general ledger for the Audited Year and stub period; (v) cash receipts schedule for each month in the Audited Year and stub period; (vi) access to invoices for expenses and capital improvements in the Audited Year and stub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and stub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year and stub period along with an explanation for all accounts over thirty (30) 30 days past due as of the end of the Audited Year and stub period; (xii) signed representation letter in the form attached hereto as Schedule “3313.21-A” (“Representation Letter”), and (xiii) to the extent necessary, a signed audit letter in the form attached hereto as Schedule “3313.21-B”(“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller Party also agrees to deliver a signed Representation Letter and signed Audit Letter to Buyer Purchaser within five (5) Business Days business days prior to Closing, and such delivery shall be a condition to Closing. The provisions of this Section shall survive Closing. Seller Party also agrees to reasonably cooperate with Buyer Purchaser to obtain a comfort letter, as may be reasonably requested by Buyer.Purchaser. CONFIDENTIAL; NOT FOR DISTRIBUTION FOR ANY PURPOSE

Cooperation with Audit. Seller Parties acknowledges that Buyer intends to assign all of its rights, title and interest in and to this Agreement, and that the assignee may be affiliated with a publicly registered company (“Registered Company”) promoted by Buyer. Seller Parties acknowledges that it has been advised that if the Buyer is affiliated with a Registered Company, the assignee may be required to make certain filings with the Securities and Exchange Commission (the “"SEC Filings”FILINGS") that relate related to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “stub period”"AUDITED YEAR") for the Property. To assist the assignee in preparing Seller agrees to deliver to Buyer such information and execute such documents or instruments as may be necessary or appropriate to complete such SEC Filings including, without limitation, the SEC FilingsAudit Items (defined below) in Seller's possession or control, provided that (i) Seller's cooperation in such regard shall be at no additional cost, expense or liability whatsoever to Seller, (ii) no additional delays in the scheduled Closing Date are caused by such exchange, and (iii) Seller Parties covenant shall not be required to provide the assignee with the following during the Due Diligence Period and for one deliver any information which Seller deems to be proprietary or confidential. As used herein, "SEC AUDIT ITEMS" means, collectively: (1) year thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant and any guarantor of the Master Lease: (i) access to Seller's bank statements for the Audited Year and stub periodyear; (ii2) Seller's rent roll as of the end of the Audited Year and stub periodYear; (iii3) Seller's operating statements for the Audited Year and stub periodYear; (iv4) access to the Seller's general ledger for the Audited Year and stub periodYear; (v5) cash Seller's Cash receipts schedule for each month in the Audited Year and stub periodYear; (vi6) access to invoices for expenses and capital improvements with respect to the Property in the Audited Year and stub periodYear; (vii7) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and stub period; (ix) all leases and 5-year lease schedules; (x) copies Copies of all Seller's insurance documentation with respect to the Property for the Audited Year Year; and stub period; (xi) copies 8) Copies of Seller's accounts receivable aging as of the end of the Audited Year and stub period along with an explanation for all accounts over thirty (30) 30 days past due as of the end of the Audited Year and stub period; (xii) signed representation letter in Year. This SECTION 10.21 shall survive the form attached hereto as Schedule “33-A” (“Representation Letter”), and (xiii) to the extent necessary, a signed audit letter in the form attached hereto as Schedule “33-B”(“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller Party also agrees to deliver a signed Representation Letter and signed Audit Letter to Buyer within five (5) Business Days prior to Closing, and such delivery shall be a condition to Closing. The provisions of this Section shall survive Closing. Seller Party also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be reasonably requested by Buyer.(SIGNATURE PAGE FOLLOWS)

Cooperation with Audit. Seller Parties acknowledges that Buyer intends to assign all of its rights, title and interest in and to this Agreement, and that the Agreement The assignee may be affiliated with a publicly registered company (“Registered Company”) promoted by Buyer. Seller Parties acknowledges that it has been advised that if the Buyer is affiliated with a Registered Company, the assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) most recent pre-acquisition fiscal year years (the “Audited YearYears”) and the current fiscal year through the date of acquisition (the “stub period”) for the Property. To assist the assignee in preparing the SEC Filings, the Seller Parties covenant covenants agrees to provide the assignee with the following during the Due Diligence Period and for one (1) year any time thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant and any guarantor until the first anniversary of the Master LeaseClosing Date: (i) access to bank statements for the Audited Year Years and stub period; (ii) rent roll as of the end of the Audited Year Years and stub period; (iii) operating statements for the Audited Year Years and stub period; (iv) access to the general ledger for the Audited Year Years and stub period; (v) cash receipts schedule for each month in the Audited Year Years and stub period; (vi) access to invoices for expenses and capital improvements in the Audited Year Years and stub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year Years and stub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year Years and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year Years and stub period along with an explanation for all accounts over thirty (30) 30 days past due as of the end of the Audited Year Years and stub period; (xii) signed representation letter in the form attached hereto as Schedule “3328-A” (“Representation Letter”), and (xiii) to the extent necessary, a signed audit the information set forth in the letter set forth in the form attached hereto as Schedule “3328-B”(“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller Party also agrees to deliver to Buyer a signed Representation Letter and signed the information requested in the Audit Letter to Buyer within five (5) Business Days business days prior to Closing, and such delivery shall be a condition to ClosingClosing so long as such request is made during the Due Diligence Period. The provisions of this Section shall survive Closing. Seller Party also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be reasonably requested by Buyer.

Cooperation with Audit. Seller Parties acknowledges that Buyer intends to assign all of Purchaser and its rights, title and interest in and to this Agreement, and that the intended assignee are or may be affiliated with a publicly registered company (“Registered Company”) promoted by BuyerPurchaser or its affiliate. Seller Parties acknowledges that it has been advised that if the Buyer is affiliated with a Registered Company, the Purchaser or such assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “stub period”) for the Property. To assist the assignee in preparing the SEC Filings, the Seller Parties covenant covenants to provide the said assignee with the following during the Due Diligence Period and for one (1) year thereafter with respect to Seller Party, each Current Operator and/or (as requested by Buyer) Tenant and any guarantor until the first anniversary of the Master LeaseEffective Time: (i) access to bank statements for the Audited Year and stub period; (ii) rent roll as of the end of the Audited Year and stub period; (iii) operating statements for the Audited Year and stub period; (iv) access to the general ledger for the Audited Year and stub period; (v) cash receipts schedule for each month in the Audited Year and stub period; (vi) access to invoices for expenses and capital improvements in the Audited Year and stub period; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year and stub period; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year and stub period; (xi) copies of accounts receivable aging as of the end of the Audited Year and stub period along with an explanation for all accounts over thirty (30) 30 days past due as of the end of the Audited Year and stub period; (xii) signed representation letter in the form attached hereto as Schedule “3313.22-A” (“Representation Letter”), and (xiii) to the extent necessary, a signed audit letter in the form attached hereto as Schedule “3313.22-B”(“Audit Letter”); provided, however, that any such investigation or inspection shall be conducted during normal business hours upon reasonable advance notice to Seller, and in such a manner as not to interfere with the conduct of the Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client or other legally-recognized privilege; or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Seller Party also agrees to deliver a signed Representation Letter and signed Audit Letter to Buyer Purchaser within five (5) Business Days business days prior to Closing, and such delivery shall be a condition to Closing. The provisions of this Section shall survive Closing. Seller Party also agrees to reasonably cooperate with Buyer Purchaser to obtain a comfort letter, as may be reasonably requested by Buyer.Purchaser. CONFIDENTIAL; NOT FOR DISTRIBUTION FOR ANY PURPOSE

Cooperation with Audit. Seller Parties The Island Member acknowledges that Buyer intends to assign all of its rights, title and interest in and to this Agreement, and that the assignee NSAM Entities may be affiliated with a publicly registered company (“Registered Company”) promoted by Buyer). Seller Parties acknowledges that it has been advised that if the Buyer a NSAM Entity is affiliated with a Registered Company, the assignee NSAM Entity may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) most recent pre-acquisition fiscal year years (the “Audited YearYears”) and the current fiscal year (or, as the case may be, the last completed fiscal year for which audited financial statements are required) through the date of acquisition the most recently completed fiscal quarter and the comparable prior period (other than the fourth fiscal quarter) through the date hereof (the “stub period”) for the Property). To assist the assignee NSAM Entity in preparing the SEC Filings, the Seller Parties covenant to Island Member shall provide the assignee NSAM Entity with the following during after the Due Diligence Period and for one (1) year thereafter with respect to Seller Party, each Current Operator and/or date hereof until the first anniversary of the date hereof (as requested by Buyer) Tenant and any guarantor of the Master Lease: applicable): (i) access to bank statements for the Audited Year Years and stub periodperiods; (ii) rent roll as of the end of the Audited Year Years and stub periodperiods; (iii) operating statements for the Audited Year Years and stub periodperiods; (iv) access to the general ledger for the Audited Year Years and stub periodperiods; (v) cash receipts schedule for each month in the Audited Year Years and stub periodperiods; (vi) access to invoices for expenses and capital improvements in the Audited Year Years and stub periodperiods; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the 3-months following the Audited Year Years and stub periodperiods and the three months thereafter; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Year Years and stub periodperiods; (xi) copies of accounts receivable aging as of the end of the Audited Year Years and stub period periods along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Year Years and stub periodperiods; (xii) signed representation letter in the form attached hereto as Schedule “33-A” Exhibit D (“Representation Letter”), ) at the appropriate times requested by NSAM Member; (xiii) all organizational documents of the Island Member; (xiv) confirmation of all cash receivables and payables for the Audit Years and the stub periods; (xv) all information related to financial statement footnotes; and (xiiixvi) to the extent necessary, a signed audit the information set forth in the letter set forth in the form attached hereto as Schedule Exhibit E (“33-B”(“Audit Audit Letter”); provided. For the avoidance of doubt, however, that any such investigation or inspection and all financial statements for the stub period shall be conducted during normal business hours upon reasonable advance notice to Seller, prepared in accordance with GAAP and in such contain footnote disclosures. The Island Member also acknowledges receipt of a manner as sample audit request deliverables checklist provided by the NSAM Member for the Island Member’s review. The NSAM Member acknowledges and agrees that not to interfere with the conduct all of the Selleritems listed thereon may be applicable to the Island Member and the Company, but the Island Member agrees to use commercially reasonable efforts to deliver or otherwise make available the items listed thereon to the extent applicable and requested by any NSAM Entity’s businessauditor. Notwithstanding anything any language to the contrary set forth herein, the NSAM Member agrees to engage NSAM Entity’s auditor at its sole cost and expense and to reimburse the Island Member for its fees and expenses actually charged by the Island Member’s auditor in this Agreement, Seller shall assisting any NSAM Entity’s auditor with the foregoing audit and SEC Filings (not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (x) be reasonably likely to jeopardize any attorney-client include the cost of the Company’s audited consolidated financial statements or other legally-recognized privilege; fees or (y) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to expenses which the date Island Member would have incurred regardless of this Agreement. Seller Party also agrees to deliver a signed Representation Letter the foregoing audit and signed Audit Letter to Buyer within five (5) Business Days prior to Closing, and such delivery shall be a condition to ClosingSEC filing requirements). The provisions Island Member shall provide all of this Section shall survive Closing. Seller Party also agrees the foregoing information, documentation and other items reasonably necessary to reasonably cooperate complete any such SEC Filings as soon as practicable but in all events with Buyer sufficient time to obtain a comfort letter, as may be reasonably requested by Buyerpermit the NSAM Entities to complete any SEC Filings.