Common use of Record Access and Retention Clause in Contracts

Record Access and Retention. 21.1. Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar year. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's operating statements of the Property or Seller's statements of the Membership Interests, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Buyer’s obligation to close Escrow, and Seller shall maintain its records for use under this Section 21.1 for a period of not less than one (1) year after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. 21.1. At Buyer’s request, Seller shall promptly provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one the two (12) prior immediately preceding calendar yearyears (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to the Seller). Buyer shall be responsible for all out-of-pocket costs associated with this any such audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, to the extent available Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at Buyer’s expense, and and, to the extent available, Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall shall, to the extent available, furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Buyer’s obligation to close Escrow, and Seller shall maintain its records for use under this Section 21.1 9.20 for a period of not less than one twelve (112) year months after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. 21.1. Seller shall promptly provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one the two (12) prior immediately preceding calendar yearyears (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to the Seller). In no event shall Seller be obligated to deliver any Excluded Documents to Buyer. Buyer shall be responsible for all out-of-pocket costs associated with this audit, including without limitation any costs payable to its property manager or other third-party in order to accommodate Buyer’s rights under this paragraph. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 21 shall be an on-going condition to Buyer’s obligation to close Close Escrow, and Seller shall maintain its records for use under this Section 21.1 21 for a period of not less than one two (12) year years after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. 21.1. Seller shall provide to Buyer Purchaser (at BuyerPurchaser’s expense) copies of, or shall provide Buyer Purchaser reasonable access to, such factual information as may be reasonably requested by BuyerPurchaser, and in the possession or reasonable control of Seller, Property Owner or its property manager or accountantsaccountants (without any requirement for Seller to compile, categorize or otherwise organize such information), to enable Buyerfacilitate Purchaser’s auditor to in the conduct of an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one the two (12) prior immediately preceding calendar yearyears (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to Seller). Buyer Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with BuyerPurchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer Purchaser or any affiliate of BuyerPurchaser, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required requested before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's operating statements of the Property or Seller's statements of the Membership Interests, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 8.24 shall be an on-going condition to BuyerClosing for Purchaser’s obligation to close Escrow, and benefit until Closing. Seller shall maintain its records for use under this Section 21.1 8.24 for a period of not less than one (1) year after the Closing Date. The provisions of this Section shall survive Closing.. [Signature Pages Follow] SIGNATURE PAGES TO REAL ESTATE CONTRACT BY AND BETWEEN ORI-COLORADO, INC. AND RESOURCE REAL ESTATE OPPORTUNITY OP, LP

Record Access and Retention. 21.1. 22.1 Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar yearyear (provided, however, such audit shall not include an audit of management fees or interest expenses attributable to the Seller). Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (including, without limitation) , income and balance sheet data for the Property, whether required before or after the Closing. Without limiting the foregoingforegoing and at no cost to Seller, (i) Buyer or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 22.1 shall be an on-going condition to Closing for Buyer’s obligation to close benefit until Close of Escrow, and . Seller shall maintain its records for use under this Section 21.1 22.1 for a period of not less than one (1) year after the Closing Date. The provisions of this Section 22.1 shall survive Closing.

Record Access and Retention. 21.1. Seller shall provide to Buyer (at Buyer’s 's expense) copies of, or shall provide Buyer reasonable access to, such factual information infonnation as may be reasonably requested by Buyer, and in the possession or control of SellerSelIer, Property Owner or its property manager or accountants, necessary to enable Buyer’s 's auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the one (1) prior immediately preceding calendar yearyear (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or·a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to Seller), including but not limited to the infonnation set forth on Schedule 2 attached hereto and incorporated herewith; provided, however that Seller shall have no obligation to provide any confidential and/or proprietary materials. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s 's auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property OwnerSeller's operating statements of the Property or Seller's statements of the Membership InterestsProperty, at Buyer’s 's expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s 's obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Closing for Buyer’s obligation to close Escrow, and 's benefit until Closing. Seller shall maintain its records for use under this Section 21.1 15.16 for a period of not less than one two (12) year years after the Closing Date. The provisions of this Section shall survive ClosingClosing for a period of two (2) years."

Record Access and Retention. 21.1. 22.1 Seller shall provide to Buyer (at Buyer’s 's expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable Buyer’s 's auditor to conduct an audit, in accordance with Rule 3-14 3‑14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar yearyear (provided, however, such audit shall not include an audit of management fees or interest expenses attributable to the Seller). Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s 's auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property OwnerSeller's operating statements of the Property or Seller's statements of the Membership InterestsProperty, at Buyer’s 's expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s 's obligation to maintain its records for use under this Section 21.1 22.1 shall be an on-going condition to Closing for Buyer’s obligation to close 's benefit until Close of Escrow, and . Seller shall maintain its records for use under this Section 21.1 22.1 for a period of not less than one (1) year after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. 21.1. Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, necessary to enable Buyer’s 's auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the one (1) prior immediately preceding calendar yearyear (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to Seller); provided, however that Seller shall have no obligation to provide any confidential and/or proprietary materials. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Closing for Buyer’s obligation to close Escrow, and benefit until Closing. Seller shall maintain its records for use under this Section 21.1 25(a) for a period of not less than one two (12) year years after the Closing Date. The provisions of this Section shall survive Closing.Closing for a period of two (2) years. (Signatures on Next Page) 46

Record Access and Retention. 21.1. Seller shall provide to Buyer Purchaser (at BuyerPurchaser’s expense) copies of, or shall provide Buyer Purchaser reasonable access to, such factual information as may be reasonably requested by BuyerPurchaser, and in the possession or control of Seller’s Representative, Property Owner or its property manager or accountants, to enable BuyerPurchaser’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the REO Property for the year to date of the year in which Closing occurs plus one (1) prior calendar yearyear (provided, however, such audit shall not include an audit of management fees or interest expenses attributable to the Seller). Buyer Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with BuyerPurchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer Purchaser or any affiliate of BuyerPurchaser, if requested by such auditor, historical financial statements for the Membership Interests and/or the PropertyREO Property (limited to Seller’s period of ownership), including (without limitation) income and balance sheet data for the REO Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer Purchaser or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsREO Property, at BuyerPurchaser’s expense, and Seller shall provide such documentation as Buyer Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer Purchaser such financial and other information as may be reasonably required by Buyer Purchaser or any affiliate of Buyer Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation agreement to maintain its records for use under this Section 21.1 39 shall be an on-going a condition to BuyerPurchaser’s obligation to close Escrow, and Close. Seller shall maintain its records for use under this Section 21.1 39 for a period of not less than one (1) year after the Closing Date. The provisions of this Section shall survive Closing. Notwithstanding anything to the contrary set forth in this Section 39, Seller’s reasonable cooperation with Purchaser (and Purchaser’s representatives or auditors) as set forth in this Section 39 shall be expressly limited to information applicable to Seller’s period of ownership of the REO Property.

Record Access and Retention. 21.1. At Buyer’s request, Seller shall promptly provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one the two (12) prior immediately preceding calendar yearyears (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to the Seller). Buyer shall be responsible for all out-of-pocket costs associated with this any such audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, to the extent available Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at Buyer’s expense, and and, to the extent available, Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall shall, to the extent available, furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Buyer’s obligation to close Escrow, and Seller shall maintain its records for use under this Section 21.1 23 for a period of not less than one nine (19) year months after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. 21.1. Seller shall promptly provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one the two (12) prior immediately preceding calendar yearyears (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to the Seller). In no event shall Seller be obligated to deliver any Excluded Documents to Buyer. Buyer shall be responsible for all out-of-pocket costs costs, including Seller’s reasonable legal and accounting fees associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 21 shall be an on-going condition to Buyer’s obligation to close Close Escrow, and Seller shall maintain its records for use under this Section 21.1 21 for a period of not less than one two (12) year years after the Closing Date. The provisions of this Section shall survive Closing. Notwithstanding anything in this Agreement to the contrary, it shall not be a default or breach by Seller of this Agreement if, after making diligent and good faith efforts to provide all information in Seller’s possession or reasonable control (including that of its auditors, accountants, current property manager and previous property manager (Fiduciary)) for Buyer’s audit under this Section 21, Buyer’s auditors reasonably determine that the Property is not auditable; in which event Buyer’s sole remedies shall be to either terminate this Agreement and receive a refund of its Deposit, or to proceed to close without such information.

Record Access and Retention. 21.1. Seller shall provide to Buyer Purchaser (at BuyerPurchaser’s expense) copies of, or shall provide Buyer Purchaser reasonable access to, such factual information as may be reasonably requested by BuyerPurchaser, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable BuyerPurchaser’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one the two (12) prior immediately preceding calendar yearyears (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to Seller). Buyer Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with BuyerPurchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer Purchaser or any affiliate of BuyerPurchaser, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer Purchaser or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at BuyerPurchaser’s expense, and Seller shall provide such documentation as Buyer Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer Purchaser such financial and other information as may be reasonably required by Buyer Purchaser or any affiliate of Buyer Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 Article 14 shall be an on-on going condition to BuyerClosing for Purchaser’s obligation to close Escrow, and benefit until Closing. Seller shall maintain its records for use under this Section 21.1 Article 14 for a period of not less than one (1) year after the Closing Date. The provisions of this Section shall survive Closing. As requested from time to time by Purchaser in writing before Closing, in addition to the items delivered pursuant to Article 8 above, Seller promptly shall provide to Purchaser access to or copies of all such requested documents and information in the possession of Seller or its property manager(s) respecting the physical condition, operation, leasing, management, maintenance or repair of the Real Property, and the right at the cost and expense of Purchaser to inspect the same and make copies thereof, it being acknowledged that such rights of access and inspection and right to receive and make copies is given without any express or implied representation, warranty or covenant made by Seller in any respect, except as otherwise provided in this Agreement.

Record Access and Retention. 21.1. Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, necessary to enable Buyer’s 's auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the one (1) prior immediately preceding calendar yearyear (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to Seller); provided, however that Seller shall have no obligation to provide any confidential and/or proprietary materials. Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Closing for Buyer’s obligation to close Escrow, and benefit until Closing. Seller shall maintain its records for use under this Section 21.1 25(a) for a period of not less than one two (12) year years after the Closing Date. The provisions of this Section shall survive ClosingClosing for a period of two (2) years.

Record Access and Retention. 21.1. Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar yearyear (provided, however, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a thirty party) or interest expenses attributable to the Seller). Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's operating statements of the Property or Seller's statements of the Membership Interests, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Buyer’s obligation to close Escrow, and Seller shall maintain its records for use under this Section 21.1 for a period of not less than one (1) year after the Closing Date. The provisions of this Section shall survive Closing.. WAS01_41891870v5

Record Access and Retention. 21.1. At Purchaser’s request, Seller shall promptly provide to Buyer Purchaser (at BuyerPurchaser’s expense) copies of, or at Purchaser’s option shall provide Buyer reasonable Purchaser access to, such factual information as may be reasonably requested by BuyerPurchaser in its sole discretion, and in the possession or control of Seller, Property Owner or its property hotel manager or accountants, to enable BuyerPurchaser’s auditor to conduct an audit, in accordance with Rule 3-14 05 of Securities and Exchange Commission Regulation S-X, of the income financial statements of the Property for the year to date of the year in which Closing occurs plus one the three (13) prior immediately preceding calendar yearyears (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to the Seller). Buyer Purchaser shall be responsible for all out-of-pocket costs associated with this any such audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s Purchaser and its auditor in Purchaser’s preparation and review of such information and the conduct of such audit. In addition, to the extent available Seller agrees to provide to Buyer Purchaser or any affiliate of BuyerPurchaser, if requested by such auditorrequested, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer Purchaser or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at BuyerPurchaser’s expense, and and, to the extent available, Seller shall provide such documentation as Buyer Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall shall, to the extent available, furnish to Buyer Purchaser such financial and other information as may be reasonably required requested by Buyer Purchaser or any affiliate of Buyer Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Buyer’s obligation to close Escrow, and Seller shall maintain its records for use under this Section 21.1 32 for a period of not less than one twelve (112) year months after the Closing Date. The provisions of this Section shall survive Closing.. [signatures continue on next page]

Record Access and Retention. 21.1. At Purchaser’s request, Seller shall shall, within five (5) business days, provide to Buyer Purchaser (at BuyerPurchaser’s expense) copies of, or at Purchaser’s option shall provide Buyer reasonable Purchaser access to, such factual information as may be reasonably requested by BuyerPurchaser's auditor, and only to the extent in the possession or control of Seller, Property Owner or its property manager or accountants, solely to enable BuyerPurchaser’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income financial statements of the Property for the year to date of the year in which Closing occurs plus one the three (13) prior immediately preceding calendar yearyears (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to the Seller). Buyer Purchaser shall be responsible for all out-of-pocket costs associated with this auditany such audit and shall pay Seller an Administrative Fee of One Thousand and no\100 Dollars ($1,000.00) for Seller’s assistance. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s Purchaser and its auditor in Purchaser’s preparation and review of such information and the conduct of such audit. In addition, to the extent in Seller’s possession or control, Seller agrees to provide to Buyer Purchaser or any affiliate of BuyerPurchaser, if requested by such auditorrequested, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer Purchaser or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at BuyerPurchaser’s expense, and and, to the extent available, Seller shall provide such documentation as Buyer or its Purchaser’s auditor may reasonably request in order to complete such audit, and (ii) Seller shall shall, to the extent in Seller’s possession or control, furnish to Buyer Purchaser such financial and other information as may be reasonably required requested by Buyer Purchaser or any affiliate of Buyer Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Buyer’s obligation to close Escrow, and Seller shall maintain its records for use under this Section 21.1 19 for a period of not less than one twelve (112) year months after the Closing Date. Notwithstanding anything to the contrary, Seller shall have no liability with regard to such documents and information provided under this Section 19 (collectively, the “Audit Documents”) and shall not be required to update any Audit Documents or create or provide any Audit Documents that are not in Seller’s possession or control. Seller makes no representation or warranty regarding the accuracy of the information contained in the Audit Documents and Seller shall have no obligation or liability with respect to any of the Audit Documents. Notwithstanding anything to the contrary contained herein, in no event shall Seller be obligated to provide any documents that (x) would cause Seller to violate any applicable laws, regulations, or codes, (y) are attorney-client privileged materials, and/or (z) are otherwise proprietary or confidential information of Seller. The provisions of this Section shall survive ClosingClosing for a period of nine (9) months.

Record Access and Retention. 21.1. “21.1 Seller shall provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, such factual information as may be reasonably requested by Buyer, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus one (1) prior calendar yearyear (provided, however, such audit shall not include an audit of management fees or interest expenses attributable to the Seller). Buyer shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditor, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at Buyer’s expense, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Buyer such financial and other information as may be reasonably required by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Buyer’s obligation to close Escrow, and . Seller shall maintain its records for use under this Section 21.1 for a period of not less than one (1) year after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. 21.1. At Buyer’s request, Seller shall shall, within five (5) business days, provide to Buyer (at Buyer’s expense) copies of, or at Buyer’s option shall provide Buyer reasonable access to, such factual information as may be reasonably requested by BuyerBuyer in its sole discretion, and in the possession or control of Seller, Property Owner or its property manager or accountants, to enable Buyer’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income financial statements of the Property for the year to date of the year in which Closing occurs plus one the three (13) prior immediately preceding calendar yearyears (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a third party for on-site property management, such audit shall not include an audit of asset management fees internally allocated by Seller (as opposed to paid to a third party) or interest expenses attributable to the Seller). Buyer shall be responsible for all out-of-pocket costs associated with this auditany such audit and shall pay Seller an Administrative Fee of One Thousand and no\100 Dollars ($1,000.00) for Seller’s assistance. Seller shall reasonably cooperate (at no cost to Seller) with Buyer and its auditor in Buyer’s auditor in preparation and review of such information and the conduct of such audit. In addition, to the extent available Seller agrees to provide to Buyer or any affiliate of Buyer, if requested by such auditorrequested, historical financial statements for the Membership Interests and/or the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Property Owner's Seller’s operating statements of the Property or Seller's statements of the Membership InterestsProperty, at Buyer’s expense, and and, to the extent available, Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall shall, to the extent available, furnish to Buyer such financial and other information as may be reasonably required requested by Buyer or any affiliate of Buyer to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 21.1 shall be an on-going condition to Buyer’s obligation to close Escrow, and Seller shall maintain its records for use under this Section 21.1 24 for a period of not less than one twelve (112) year months after the Closing Date. The provisions of this Section shall survive Closing. [THIS SPACE IS INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.] EXECUTED by the Seller this 29th day of July, 2019. SELLER: Appian-Brookfield South TIC, LLC, a South Carolina limited liability company By: Appian Investments I, LLC, Manager By: NAI Investment Management, LLC, Manager By: /s/ Mxxxxxx X. Xxxxxx Mxxxxxx Xxxxxx, Authorized Manager SELLER: APPIAN-BROOKFIELD SOUTH 48, LLC, a South Carolina limited liability company By: /s/ Axxxxxx X. Xxxxxxxxxx Axxxxxx X. Xxxxxxxxxx, Managing Member EXECUTED by the Buyer this 29th day of July, 2019. BUYER: Medalist Fund Manager, Inc., a Virginia corporation By: /s/ Wxxxxxx X. Xxxxxxx Name: Wxxxxxx X. Xxxxxxx Title: Co-President ESCROW AGENT joins the Agreement for the sole purpose of being bound by the provisions of Section 3. Bell Carrington Price & Gxxxx By: Its: EXHIBIT “A” (Legal Description of Property) All those certain pieces, parcels or tracts of land situate, lying and being in the County of Greenville, State of South Carolina, being shown and designated as Lot 1 and Lot 2 containing 7.890 acres, more or less, on a plat entitled “Survey for Brookfield South Associates, LLC” dated June 21, 2006 and recorded in Plat Book 1014 at Page 70 in the Office of the Register of Deeds for Greenville County, SC and more recently shown and designated as 7.879 acres, more or less, on plat entitled “Survey for Appian-Brookfield South 48, LLC” dated August 31, 2016 and recorded October 19, 2016 in Plat Book 1252 at Page 95 in the Office of the Register of Deeds for Greenville County, SC. Reference to said more recent plat is hereby made for a complete metes and bounds description. This being the same property conveyed to Appian-Brookfield South 48, LLC by deed of Brookfield South Associates, LLC by dated October 18, 2016 and recorded October 19, 2016 in Deed Book 2498 at Page 3729 in the Office of the Register of Deeds for Greenville County, SC and by quitclaim of Brookfield South Associates, LLC by dated October 18, 2016 and recorded October 19, 2016 in Deed Book 2498 at Page 3735 in the Office of the Register of Deeds for Greenville County, SC TMS# 0546.01-01-003.20 EXHIBIT “B” (List of Existing Leases)