Common use of Cooperation with S-X 3-14 Audit and Comfort Letter Clause in Contracts

Cooperation with S-X 3-14 Audit and Comfort Letter. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are 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 Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property Information): (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 invoice 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 and (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 30 days past due as of the end of the Audited Year and Stub Period, the extent that such information is in Seller’s possession and/or control. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney in the form attached hereto as Exhibit “I”. Except as provided in Section 9.2.1 below, all information provided in accordance with this Section 4.5.9, shall be kept confidential and shall not be disclosed except to the Buyer and Registered Company’s attorneys, accountants, auditors and regulatory agencies. This confidentiality shall survive Closing. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyer; provided, however, Buyer shall reimburse Seller for the reasonable costs associated with Seller’s cooperation in obtaining such comfort letter, including Seller’s reasonable attorney fees, if any.

Cooperation with S-X 3-14 Audit and Comfort Letter. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are 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 Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property Information): (i) access to (at Seller’s property manager’s office) 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 (at Seller’s property manager’s office) 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 (at Seller’s property manager’s office) invoice 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 and (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 30 days past due as of the end of the Audited Year and Stub Period, the extent that such information is in Seller’s possession and/or control. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney in the form attached hereto as Exhibit “I”. Except as provided In the event Buyer’s auditors are required to produce a comfort letter and the auditors require supporting financial documentation for such comfort letter, Seller agrees to reasonably cooperate to provide such documentation in Section 9.2.1 belowresponse to reasonable requests for such documentation; provided, all information provided however, Seller shall only be required to produce documentation in accordance with this Section 4.5.9its possession, shall be kept confidential and Seller shall not be disclosed except required to make any representations or warranties regarding the documentation, and Buyer and Registered Company’s attorneys, accountants, auditors and regulatory agencies. This confidentiality shall survive Closingreimburse Seller for any actually incurred out-of-pocket costs in producing such documentation. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyer; provided, however, Buyer shall reimburse Seller for the reasonable costs associated with Seller’s cooperation in obtaining such comfort letter, including Seller’s reasonable attorney fees, if any.

Cooperation with S-X 3-14 Audit and Comfort Letter. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are 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 Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property Information): (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 invoice 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 schedulesleases; (x) copies of all insurance documentation for the Audited Year and Stub Period and (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 30 days past due as of the end of the Audited Year and Stub Period, the extent that such information is in Seller’s possession and/or control. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “GH”; (2) a signed audit request letter in the form attached hereto as Exhibit “HI”; and (3) a signed audit response letter from Seller’s attorney in as called for, and containing the form attached hereto as information described in, Exhibit “I”. Except as provided in Section 9.2.1 belowIn the event Buyer’s auditors are required to produce a comfort letter and the auditors require supporting financial documentation for such comfort letter, all information provided in accordance with this Section 4.5.9, shall be kept confidential and shall not be disclosed except to the Buyer and Registered Company’s attorneys, accountants, auditors and regulatory agencies. This confidentiality shall survive Closing. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyerprovide such documentation in response to reasonable requests for such documentation; provided, however, Seller shall only be required to produce documentation in its possession, Seller shall not be required to make any representations or warranties regarding the documentation, and Buyer shall reimburse Seller for any actually incurred out-of-pocket costs in producing such documentation. Buyer acknowledges that Seller does not have audited financial statements. Buyer agrees that it will only require Seller to audit its financials if such audit is requested by the reasonable costs Securities and Exchange Commission, and Buyer will pay the actual expenses associated with such audit of Seller’s cooperation in obtaining such comfort letter, including Seller’s reasonable attorney fees, if anyfinancials.

Cooperation with S-X 3-14 Audit and Comfort Letter. The Seller acknowledges that that it is Buyer’s intention that the ultimate acquirer of the Property will be affiliated with a publicly registered company (“Registered Company”). The Seller acknowledges that it has been advised that if such acquirer is affiliated with a Registered Company, such Registered Company (and such acquirer) are 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 Buyer and Registered Company in preparing the SEC Filings, the Seller covenants and agrees no later than five (5) Business Days after the Effective Date, Seller shall to provide Buyer and the Registered Company with the following information (to the extent such items are not duplicative of items contained in the Property Information): (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 invoice 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 and (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 30 days past due as of the end of the Audited Year and Stub Period, the extent that such information is in Seller’s possession and/or control. In addition, no later than five (5) Business Days prior to the Closing Date, Seller shall provide to Buyer: (1) a signed representation letter in the form attached hereto as Exhibit “G”; (2) a signed audit request letter in the form attached hereto as Exhibit “H”; and (3) a signed audit response letter from Seller’s attorney in the form attached hereto as Exhibit “I”. Except as provided in Section 9.2.1 below, all information provided in accordance with this Section 4.5.9, shall be kept confidential and shall not be disclosed except to the Buyer and Registered Company’s attorneys, accountants, auditors and regulatory agencies. This confidentiality shall survive Closing. Seller also agrees to reasonably cooperate with Buyer to obtain a comfort letter, as may be requested by Buyer; provided, however, Buyer shall reimburse Seller for the reasonable costs associated with Seller’s cooperation in obtaining such comfort letter, including Seller’s reasonable attorney fees, if any.