Common use of Record Access and Retention Clause in Contracts

Record Access and Retention. 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, 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 the two (2) immediately preceding calendar years (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 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 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 Seller’s operating statements of the Property, at Buyer’s expense, 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, 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 shall maintain its records for use under this Section 9.20 for a period of not less than twelve (12) months after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. At Buyer’s request, 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 the two one (21) immediately preceding prior calendar years (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)year. Buyer shall be responsible for all out-of-pocket costs associated with any such this 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 Seller’s Property Owner's operating statements of the PropertyProperty or Seller's statements of the Membership Interests, at Buyer’s expense, and, to the extent available, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, 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 9.20 21.1 for a period of not less than twelve one (121) months year after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. 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, 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 the two (2) immediately preceding calendar years (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 such auditcosts 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, 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 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 Seller’s operating statements of the Property, at Buyer’s expense, and, to the extent available, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, 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 shall be an on-going condition to Buyer’s obligation to Close Escrow, and Seller shall maintain its records for use under this Section 9.20 21 for a period of not less than twelve two (122) months years after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. At Buyer’s request, 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 the two one (21) immediately preceding prior calendar years year (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 thirty party) or interest expenses attributable to the Seller). Buyer shall be responsible for all out-of-pocket costs associated with any such this 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 Seller’s Property Owner's operating statements of the PropertyProperty or Seller's statements of the Membership Interests, at Buyer’s expense, and, to the extent available, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, 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 9.20 21.1 for a period of not less than twelve one (121) months year after the Closing Date. The provisions of this Section shall survive Closing.. WAS01_41891870v5

Record Access and Retention. At Buyer’s request, Seller shall promptly 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, 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 the two three (23) immediately preceding calendar years (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 any such auditaudit 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 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 Seller’s operating statements of the Property, at Buyer’s expense, 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, 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 shall maintain its records for use under this Section 9.20 24 for a period of not less than twelve (12) months after the Closing Date. The provisions of this Section shall survive Closing. EXECUTED by the Seller this 29th day of July, 2019. EXECUTED by the Buyer this 29th day of July, 2019. ESCROW AGENT joins the Agreement for the sole purpose of being bound by the provisions of Section 3. 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 1. Lease Agreement by and between Brookfield South Associates, LLC (“Landlord”) and Summit Church (“Tenant”) dated June 12, 2009. 2. Lease Agreement by and between Appian-Brookfield South 48, LLC, a South Carolina limited liability company (“Landlord”) and Progressive Athletic Performance, LLC (“Tenant”) dated May 12, 2019. 3. Lease Agreement by and between Appian-Brookfield South 48, LLC, a South Carolina limited liability company (“Landlord”) and RurouniFADI LLC, a South Carolina limited liability company (“Tenant”) dated February 18, 2019. 4. Lease Agreement by and between Brookfield South Associates, LLC (“Landlord”) and Sxxxxxxxx Elevator Corporation, a Delaware corporation (“Tenant”) dated July 24, 2015. 5. Lease Agreement by and between Brookfield South Associates, LLC (“Landlord”) and S&ME, Inc. (“Tenant”) dated February 29, 2016. 6. Lease Agreement by and between Appian-Brookfield South 48, LLC, a South Carolina limited liability company (“Landlord”) and Gravitopia Carolina, LLC, a South Carolina limited liability company (“Tenant”) dated October 29, 2018. 1. Confirmation Of Lease Term Agreement by and between Brookfield South Associates, LLC (“Landlord”) and Summit Church (“Tenant”) dated October 1, 2009 and Lease Extension/Modification Agreement by and between Appian-Brookfield South 48, LLC (“Landlord”) and Summit Church (“Tenant”) dated March 19, 2019. 2. Confirmation Of Lease Term Agreement by and between Brookfield South Associates, LLC (“Landlord”) and S&ME, Inc. (“Tenant”) dated July 27, 2016 and First Amendment To Lease by and between Brookfield South Associates, LLC, a South Carolina limited liability company (“Landlord”) and S&ME, Inc. (“Tenant”) dated September 21, 2016. The undersigned, ________________________ (“Lessee”), hereby certifies that it is Lessee of certain property identified as ________________________ (the “Demised Premises”) by virtue of that certain written lease agreement dated ____________, (the “Lease”) between _______________ (the “Lessor”) and Lessee, a true and complete copy of which Lease is attached hereto and incorporated herein as Exhibit 1. Lessee further certifies as follows: 1. The Lease is unmodified, except as may be set forth on Exhibit 2 (modifications, if any) attached hereto and incorporated herein, and the Lease and modifications remain in full force and effect. 2. The amount of current base rent payable by Lessee to Lessor under the Lease is _____________________________ ($____________) per annum payable in advance on the first day of each calendar month in equal monthly installments of ________________________ ($____________). The estimated amount of current common area maintenance charges (CAM), taxes and insurance payable by Lessee to Lessor under the Lease is $ ____________ per annum payable in advance on the first (1st) day of each calendar month in equal monthly installments of $____________. 3. Monthly base rent, CAM, taxes and insurance has been paid under the Lease through _________________, 201__ through the regular monthly payment of ____________. 4. A security deposit of _____________________ ($____________) has been paid to Lessor. 5. The commencement date of the term of the Lease was ____________ and the expiration date of the term of the Lease is____________. Lessee has no rights or options to extend or renew the Lease except as follows: Lessee shall have the right to renew the Lease for ____ (__) additional periods of ____ (__) year provided Lessee is not in default under the terms of this Lease and Lessee will give Lessor not less than ____________ (___) days advance notice in writing of its intention to exercise this option. Lessee has no right of first refusal or option pursuant to the Lease or otherwise to purchase all or any part of the Demised Premises, except ________________ 6. There is no present default under the Lease on the part of Lessor, and no event has occurred or situation exists that would, with the passage of time or with notice, constitute a default under the Lease. 7. Lessee has no right to credits or setoff against rents and no defense or counterclaim against enforcement of its obligations under the Lease. All contributions required by the Lease to be paid by Lessor to date for repairs or improvements to the Demised Premises have been paid in full. All improvements or work required under the Lease to be made by Lessor to date, if any, have been completed to the satisfaction of the Lessee, except: _______________. Charges for all labor and materials used or furnished in connection with improvements and/or alterations made for the account of the Lessee have been paid in full, except: _______________. 8. Lessee has no other notice of any sale, transfer or assignment of the Lease or of the rentals payable thereunder. 9. Lessee remains in sole occupancy of the Demised Premises under the Lease. 10. Lessee has accepted the Demised Premises, including all improvements and appurtenances required under the Lease. 11. Lessee is validly existing and in good standing under all applicable laws, is free of any pending or threatened bankruptcy or insolvency filings and from any litigation or contractual restrictions which would prohibit or materially impair the conduct of its business at the Demised Premises, and holds all permits, licenses and governmental approvals necessary to conduct its business at the Demised Premises. As of this date there are no actions, whether voluntary or otherwise, pending against the Lessee or any guarantor of the Lease nor subject to any filing under the bankruptcy or insolvency laws of the United States or any state thereof. 12. This Certificate is made and delivered for the benefit of Buyer in connection with a purchase by ___________________ (“Buyer”) of the Demised Premises which he intends for Lessee to continue to occupy during the term of the Lease. Buyer is and shall be entitled to rely on the facts, warranties and representations set forth in this Certificate as a material condition to the making of the purchase. Executed this ______ day of ____________, 201__. By: Print Name: Its: 1. Waste Connections (Dumpsters) 2. Hxxxxx Landscape Nursery (Landscaping) 3. Granite Telecommunications (Fire Line Monitoring) 4. Laurens Electric (Utility) 5. Greenville Water (Utility) 6. Piedmont Natural Gas (Utility) THIS PRORATION AGREEMENT (this “Agreement”) is made this ___ day of _____________, 20___, by and between ____________, a _____________________ (the “Seller”) and _______________, a ____________________________ (the “Buyer”) (Buyer and Seller are collectively referred to herein as the “Parties”).

Record Access and Retention. At Buyer’s request, 22.1 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 of or control of available to Seller, 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 the two one (21) immediately preceding prior calendar years year (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 any such this 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 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 Seller’s operating statements of the Property, at Buyer’s expense, and, to the extent available, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, 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 authorityauthority in Seller’s possession of or available to Seller. Seller’s obligation to maintain its records for use under this Section 22.1 shall be an on-going condition to Closing for Buyer’s benefit until Close of Escrow. Seller shall maintain its records for use under this Section 9.20 22.1 for a period of not less than twelve one (121) months year after the Closing Date. The provisions of this Section shall survive Closing. 22.2 If Seller fails to make available to Buyer records or other information in Seller’s possession of or available to Seller as required pursuant to Section 22.1 above within two (2) business days after Buyer’s request for the same, the Due Diligence Period shall be extended one (1) day for each day such records or other information is not made available to Buyer. If the Due Diligence Period is extended by virtue of the foregoing such that the Closing Date will occur less than ten (10) days after the expiration of the extended Due Diligence Period, the Closing Date shall be automatically extended to the date that is ten (10) days after the expiration of such extended Due Diligence Period. As provided above, Seller’s obligations under this Section 22 shall be ongoing through and after the Closing Date and shall constitute a condition to Closing for Buyer’s benefit until Close of Escrow.

Record Access and Retention. At Buyer’s request, 22.1 Seller shall promptly 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, 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 the two one (21) immediately preceding prior calendar years year (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 any such this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s '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 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 Seller’s 's operating statements of the Property, at Buyer’s 's expense, and, to the extent available, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, 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 22.1 shall be an on-going condition to Closing for Buyer's benefit until Close of Escrow. Seller shall maintain its records for use under this Section 9.20 22.1 for a period of not less than twelve one (121) months year after the Closing Date. The provisions of this Section shall survive Closing. 22.2 If Seller fails to make available to Buyer records or other information as required pursuant to Section 22.1 above within two (2) business days after Buyer's request for the same, the Due Diligence Period shall be extended one (1) day for each day such records or other information is not made available to Buyer. If the Due Diligence Period is extended by virtue of the foregoing such that the Closing Date will occur less than ten (10) days after the expiration of the extended Due Diligence Period, the Closing Date shall be automatically extended to the date that is ten (10) days after the expiration of such extended Due Diligence Period; provided, however, that Buyer shall have the option, in its sole and absolute discretion, to require that the Close of Escrow occur earlier than such extended Closing Date by giving written notice thereof to Seller and Escrow Holder. As provided above, Seller's obligations under this Section 22 shall be ongoing through and after the Closing Date and shall constitute a condition to Closing for Buyer's benefit until Close of Escrow.

Record Access and Retention. 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, 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 two one (21) immediately preceding calendar years year (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); 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 any such this 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 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 Seller’s operating statements of the Property, at Buyer’s expense, and, to the extent available, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, 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 shall be an on-going condition to Closing for Buyer’s benefit until Closing. Seller shall maintain its records for use under this Section 9.20 25(a) for a period of not less than twelve two (122) months 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. At Buyer’s request, Seller shall promptly 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, 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 the two (2) immediately preceding calendar years (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 any such this audit. Seller shall reasonably cooperate (at no cost to Seller) with BuyerPurchaser’s auditor in 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 auditor, historical financial statements for 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 Seller’s operating statements of the Property, at BuyerPurchaser’s expense, and, to the extent available, 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, to the extent available, 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 Article 14 shall be an on going condition to Closing for Purchaser’s benefit until Closing. Seller shall maintain its records for use under this Section 9.20 Article 14 for a period of not less than twelve one (121) months 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. At BuyerPurchaser’s request, Seller shall promptly 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, 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 the two three (23) immediately preceding calendar years (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 any such auditaudit 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 available 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 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 Seller’s operating statements of the Property, at BuyerPurchaser’s expense, 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, to the extent availablein 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 shall maintain its records for use under this Section 9.20 19 for a period of not less than twelve (12) 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. At Buyer’s request, 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, 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 the two one (21) immediately preceding prior calendar years year (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 any such this 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 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 Seller’s operating statements of the Property, at Buyer’s expense, and, to the extent available, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, 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. Seller shall maintain its records for use under this Section 9.20 21.1 for a period of not less than twelve one (121) months year after the Closing Date. The provisions of this Section shall survive Closing. 21.2 If Seller fails to make available to Buyer records or other information as required pursuant to Section 21.1 above within two (2) business days after Buyer’s request for the same, the Due Diligence Period shall be extended one (1) day for each day such records or other information is not made available to Buyer. If the Due Diligence Period is extended by virtue of the foregoing such that the Closing Date will occur less than ten (10) days after the expiration of the extended Due Diligence Period, the Closing Date shall be automatically extended to the date that is ten (10) days after the expiration of such extended Due Diligence Period. As provided above, Seller’s obligations under this Section 21 shall be ongoing through and after the Closing Date and shall constitute a condition to Closing for Buyer’s benefit until Close of Escrow.”

Record Access and Retention. At Buyer’s request, Seller shall promptly provide to Buyer (at Buyer’s sole cost and expense) copies of, or shall provide Buyer reasonable access to, such factual information and historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property and operating statements (provided that such income and balance sheet data and operating statements shall only be provided by Seller directly to Buyer’s auditors, Ernst and Young, pursuant to an obligation not to disclose to Buyer or to any other third-party), as may be reasonably requested by Buyer, and in the possession or control of Seller, 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 the two (2) immediately preceding calendar years (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)years. Buyer shall be responsible for all out-of-pocket costs associated with any such this 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 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 Seller’s operating statements of the Property, at Buyer’s expense, 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, 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 shall be an on-going condition to Buyer’s obligation to Close, and Seller shall maintain its records for use under this Section 9.20 for a period of not less than twelve two (122) months years after the Closing Date. The provisions of this Section shall survive Closing.4555356.6 37

Record Access and Retention. At Buyer’s request, Seller shall promptly 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, 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 two one (21) immediately preceding calendar years year (provided, however, that other than fees paid or payable to Seller, a Seller affiliate or a 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), 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 any such this audit. Seller shall reasonably cooperate (at no cost to Seller) with Buyer’s '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 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 Seller’s 's operating statements of the Property, at Buyer’s 's expense, and, to the extent available, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, 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 shall be an on-going condition to Closing for Buyer's benefit until Closing. Seller shall maintain its records for use under this Section 9.20 15.16 for a period of not less than twelve two (122) months years after the Closing Date. The provisions of this Section shall survive ClosingClosing for a period of two (2) years."

Record Access and Retention. 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, 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 two one (21) immediately preceding calendar years year (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); 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 any such this 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 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 Seller’s operating statements of the Property, at Buyer’s expense, and, to the extent available, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, 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 shall be an on-going condition to Closing for Buyer’s benefit until Closing. Seller shall maintain its records for use under this Section 9.20 25(a) for a period of not less than twelve two (122) months years after the Closing Date. The provisions of this Section shall survive ClosingClosing for a period of two (2) years.

Record Access and Retention. 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, 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 the two (2) immediately preceding calendar years (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 any such this 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 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 Seller’s operating statements of the Property, at Buyer’s expense, and, to the extent available, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, 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 shall be an on-going condition to Buyer’s obligation to Close Escrow, and Seller shall maintain its records for use under this Section 9.20 21 for a period of not less than twelve two (122) months 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. At Buyer’s request, 22.1 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, 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 the two one (21) immediately preceding prior calendar years year (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 any such this 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 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 Seller’s operating statements of the Property, at Buyer’s expense, and, to the extent available, and Seller shall provide such documentation as Buyer or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, 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 22.1 shall be an on-going condition to Closing for Buyer’s benefit until Close of Escrow. Seller shall maintain its records for use under this Section 9.20 22.1 for a period of not less than twelve one (121) months year after the Closing Date. The provisions of this Section 22.1 shall survive Closing.