Common use of Documents and Information Clause in Contracts

Documents and Information. (a) If, after the Closing, a Contributor shall determine that it, or one of its Affiliates, has an original or a copy of the books, records (whether in paper or electronic form) of the Group Companies, such Contributor shall promptly deliver such original or copy of the books and records, and will not retain any copies thereof except to the extent required by applicable Law. (b) After the Closing, Parent OP and Parent Sub shall, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Group Companies in existence on the Closing Date and to make the same available for inspection and copying by the Representative during normal business hours upon reasonable request and upon reasonable notice and at the Representative’s expense, subject to entry into a customary confidentiality agreement. No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by Parent REIT, Parent OP, Parent Sub or any of their respective Subsidiaries, without first advising the Representative in writing and giving the Representative a reasonable opportunity to obtain possession thereof at Representative’s expense, subject to entry into a customary confidentiality agreement. Without limiting the foregoing, Parent REIT, Parent OP and Parent Sub shall (and shall cause their Subsidiaries to) retain all Tax Returns, schedules and work papers, records and other documents in its possession (or in the possession of their Affiliates) relating to Tax matters relevant to the business of the Group Companies for each taxable period first ending after the Closing and for all prior taxable periods until the later of: (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate; and (b) six (6) years following the due date (with extension) for such Tax Returns. (c) Within five (5) days after the end of each calendar month prior to the Closing, the Company will provide Parent OP with an updated true, correct and complete set of tenant arrearage schedules for the Group Companies.

Documents and Information. (a) If, after the Closing, a Contributor shall determine that it, or one of its Affiliates, has an original or a copy of the books, records (whether in paper or electronic form) of the Group Companies, such Contributor shall promptly deliver such original or copy of the books and records, and will not retain any copies thereof except to the extent required by applicable Law. (b) After the Closing, Parent OP Purchaser shall, and Parent Sub shallshall cause the Companies to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of each of the Group Companies in existence on the Closing Date and to make the same available for inspection and copying by the Representative Seller or any representative of the Seller at the expense of the Seller during normal business hours of Purchaser or the Companies upon reasonable request and upon reasonable notice and at the Representative’s expense, subject to entry into a customary confidentiality agreementnotice. No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by Parent REIT, Parent OP, Parent Sub Purchaser or any of their respective Subsidiariesthe Companies, without first advising the Representative Seller in writing and giving the Representative Seller a reasonable opportunity to obtain possession thereof at Representative’s expense, subject to entry into a customary confidentiality agreement. Without limiting the foregoing, Parent REIT, Parent OP and Parent Sub shall (and shall cause their Subsidiaries to) retain all Tax Returns, schedules and work papers, records and other documents in its possession (or in the possession of their Affiliates) relating to Tax matters relevant to the business of the Group Companies for each taxable period first ending after the Closing and for all prior taxable periods until the later of: (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate; and thereof. (b) six (6) years following the due date (with extension) for such Tax Returns. (c) Within five (5) days All information disclosed in writing, whether before or after the end date hereof, pursuant to this Agreement or in connection with the transactions contemplated by, or the discussions and negotiations preceding, this Agreement to Purchaser (or its Affiliates) shall be kept confidential by such Persons in accordance with the confidentiality agreement dated November 22, 2004 by and between the Seller and AEA Investors LLC (the “Confidentiality Agreement”) and shall not be used by any Person, other than in connection with the transactions contemplated by this Agreement. Upon consummation of each calendar month prior to the Closing, the Company Confidentiality Agreement shall terminate. Each of the Seller, its Affiliates and its and their respective representatives shall hold any information relating to Purchaser and its Affiliates and the Companies which is non-public in confidence, and shall not, directly or indirectly, disclose, publish, or otherwise make available any of such confidential information to the public or to any Person; provided that the Seller may disclose such confidential information if, but only to the extent, required by law, including, without limitation, the rules and regulations of any securities exchange or similar regulatory agency; provided, however, that in such case, the Seller will provide Parent OP Purchaser with prompt written notice thereof so that Purchaser may seek, at Purchaser’s sole expense, an updated trueappropriate protective order and/or waive the Seller’s compliance with the provisions of this Agreement in respect thereof. Notwithstanding the foregoing, correct the parties may disclose to any other Person the tax structure and complete set tax treatment of tenant arrearage schedules for the Group Companiestransactions contemplated hereby.

Documents and Information. (a) IfAfter the Closing Date, after Purchaser shall, and shall cause the Closing, Group Companies to in a Contributor shall determine that it, or one of its Affiliates, has an original or a copy of manner reasonably consistent with the books, records (whether in paper or electronic form) prior practices of the Group Companies, such Contributor shall promptly deliver such original or copy of the books and records, and will not retain any copies thereof except to the extent required by applicable Law. (b) After the Closing, Parent OP and Parent Sub shall, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Group Companies in existence on on, and to the extent relating to periods prior to, the Closing Date (including any Tax Returns exclusively attributable to the Group Companies and to Tax workpapers, schedules or other materials and documents supporting the preparation of Tax Returns) and make the same available for inspection and copying by the Representative Seller (at Seller’s expense) during normal business hours of the Group Companies, and without undue interruption to their respective businesses, upon reasonable request and upon reasonable notice advance written notice, to the extent reasonably necessary for (a) investigating, settling, preparing for the defense or prosecution of, or defending or prosecuting any Claim to which Seller is a party (other than any actual or potential Claim arising under this Agreement or any Ancillary Document or with respect to which any of the Group Companies or any of their Affiliates, on the one hand, and at either Seller or any of its respective Affiliates, on the Representativeother hand, are adverse parties); provided, that this clause (a) shall in no way limit or expand the rights of any Person to obtain discovery under applicable Law with respect to any matter in connection with any such actual or potential Claim, (b) preparing Seller’s expense, subject equityholders’ reports to entry into a customary confidentiality agreementGovernmental Entities or (c) for Seller’s equityholders’ Tax reporting and preparation of audited financial statements. No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by Parent REIT, Parent OP, Parent Sub Purchaser or any of their respective Subsidiaries, Group Company without first advising the Representative Seller in writing and giving the Representative Seller a reasonable opportunity to obtain possession thereof thereof, at RepresentativeSeller’s expense, subject to entry into a customary confidentiality agreement. Without limiting This Section 6.6 shall survive the foregoing, Parent REIT, Parent OP and Parent Sub shall (consummation of the transactions contemplated by this Agreement and shall cause their Subsidiaries to) retain be binding on all Tax Returns, schedules successors and work papers, records assigns of Purchaser and other documents in its possession (or in the possession of their Affiliates) relating to Tax matters relevant to the business of the Group Companies for each taxable period first ending after the Closing and for all prior taxable periods until the later of: (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate; and (b) six (6) years following the due date (with extension) for such Tax Returns. (c) Within five (5) days after the end of each calendar month prior to the Closing, the Company will provide Parent OP with an updated true, correct and complete set of tenant arrearage schedules for the Group Companies.