Common use of Record Access and Retention Clause in Contracts

Record Access and Retention. Seller shall provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or reasonable control of Seller, or its property manager or accountants (without any requirement for Seller to compile, categorize or otherwise organize such information), to facilitate 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 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 Seller). Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property, whether requested before or after Closing. Seller’s obligation to maintain its records for use under this Section 8.24 shall be an on-going condition to Closing for Purchaser’s benefit until Closing. Seller shall maintain its records for use under this Section 8.24 for a period of not less than one year after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. At Purchaser’s request, Seller shall promptly provide to Purchaser (at Purchaser’s expense) copies of, or at Purchaser’s option shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by PurchaserPurchaser in its sole discretion, and in the possession or reasonable control of Seller, or its property hotel manager or accountants (without any requirement for Seller to compile, categorize or otherwise organize such information)accountants, to facilitate enable Purchaser’s auditor to in the conduct of 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 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). 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 Purchaser and its auditor in Purchaser’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 Purchaser or any affiliate of Purchaser, if requested by such auditorrequested, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property, whether requested required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s obligation to maintain its records for use under this Section 8.24 shall be an on-going condition to Closing for operating statements of the Property, at Purchaser’s benefit until Closingexpense, and, to the extent available, Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, furnish to Purchaser such financial and other information as may be requested by Purchaser or any affiliate of 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 8.24 32 for a period of not less than one year twelve (12) months after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. Seller shall provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or reasonable control of Seller, or its property manager or accountants (without any requirement for Seller to compile, categorize or otherwise organize such information), to facilitate 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 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 Seller). Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property, whether requested before or after Closing. Seller’s obligation to maintain its records for use under this Section 8.24 shall be an on-going condition to Closing for Purchaser’s benefit until Closing. Seller shall maintain its records for use under this Section 8.24 for a period of not less than one 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. At Purchaser’s request, Seller shall provide to Purchaser (at Purchaser’s sole cost and expense) copies of, or at Purchaser’s option shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by PurchaserPurchaser in its sole discretion, and in the possession or reasonable control of Seller, or its property manager or accountants (without any requirement for Seller to compile, categorize or otherwise organize such information)accountants, to facilitate enable 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 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). 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 Purchaser and its auditor in Purchaser’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 Purchaser or any affiliate of Purchaser, if requested by such auditorrequested, historical financial statements for the PropertyProperty to the extent in Seller’s possession, including (without limitation) income and balance sheet data for the Property, whether requested required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s obligation to maintain its records for use under this Section 8.24 shall be an on-going condition to Closing for operating statements of the Property, at Purchaser’s benefit until Closingexpense, and, to the extent available, Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, furnish to Purchaser such financial and other information as may be requested by Purchaser or any affiliate of 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 8.24 35 for a period of not less than one year twelve (12) months after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. Seller shall provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or reasonable control of Seller’s Representative, or its property manager or accountants (without any requirement for Seller to compile, categorize or otherwise organize such information)accountants, to facilitate enable 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 REO 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). Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the PropertyREO Property (limited to Seller’s period of ownership), including (without limitation) income and balance sheet data for the REO Property, whether requested required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s obligation operating statements of the REO Property, at Purchaser’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s agreement to maintain its records for use under this Section 8.24 39 shall be an on-going a condition to Closing for Purchaser’s benefit until Closingobligation to Close. Seller shall maintain its records for use under this Section 8.24 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. Prior to Closing, Seller shall promptly provide to Purchaser Buyer (at PurchaserBuyer’s expense) copies of, or shall provide Purchaser Buyer reasonable access to, such factual information as may be reasonably requested by PurchaserBuyer, and in the possession or reasonable control of Seller, or its property manager or accountants (without any requirement for Seller to compile, categorize or otherwise organize such information)accountants, to facilitate Purchaserenable Buyer’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 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). Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate Following Closing, (at no cost to SellerA) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property, whether requested before or after Closing. Seller’s obligation to maintain its records for use under this Section 8.24 shall be an on-going condition to Closing for Purchaser’s benefit until Closing. Seller shall maintain its records for use under this Section 8.24 retain for a period of not less than one year eighteen (18) months after the Closing DateDate all documents included on the Retention List (defined below) and (B) Seller shall promptly provide to Buyer (at Buyer’s expense) copies of, or shall provide Buyer reasonable access to, any items on the Retention List as may be reasonably requested by Buyer 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). The provisions For purposes of this Section shall survive Closing.10.22, the term “Retention List” means a list of documents provided by Buyer to Seller prior to Closing which constitutes a comprehensive list of all documents Buyer may need in order to comply with the terms of this Section 10.22

Record Access and Retention. Seller shall promptly provide to Purchaser (at Purchaser’s sole cost and expense) copies of, or shall provide Purchaser 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 Purchaser’s auditors, Ernst and Young, pursuant to an obligation not to disclose to Purchaser or to any other third-party), as may be reasonably requested by Purchaser, and in the possession or reasonable control of Seller, or its property manager or accountants (without any requirement for Seller to compile, categorize or otherwise organize such information)accountants, to facilitate enable 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 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 Seller)years. Purchaser shall be responsible for all out-of-pocket costs costs, including Seller’s costs, associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. In additionWithout limiting the foregoing, Seller agrees shall furnish to provide to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for Purchaser to make any required filings with the Property, including (without limitation) income Securities and balance sheet data for the Property, whether requested before Exchange Commission or after Closingother governmental authority. Seller’s obligation to maintain its records for use under this Section 8.24 shall be an on-going condition to Closing for Purchaser’s benefit until Closing. obligation to Close, and Seller shall maintain its records for use under this Section 8.24 for a period of not less than one year two (2) years 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 Purchaser Buyer (at PurchaserBuyer’s expense) copies of, or shall provide Purchaser Buyer reasonable access to, such factual information as may be reasonably requested by PurchaserBuyer, and in the possession or reasonable control of Seller, or its property manager or accountants (without any requirement for Seller to compile, categorize or otherwise organize such information)accountants, to facilitate Purchaserenable Buyer’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 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). Purchaser 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 PurchaserBuyer’s auditor in the conduct of such audit. In addition, to the extent available Seller agrees to provide to Purchaser Buyer or any affiliate of PurchaserBuyer, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property, whether requested required before or after Closing. Without limiting the foregoing, (i) Buyer or its designated independent or other auditor may audit Seller’s obligation operating statements of the Property, at Buyer’s expense, and, to maintain the extent available, Seller shall provide such documentation as Buyer or its records for use under this Section 8.24 shall 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 an on-going condition reasonably required by Buyer or any affiliate of Buyer to Closing for Purchaser’s benefit until Closingmake any required filings with the Securities and Exchange Commission or other governmental authority. Seller shall maintain its records for use under this Section 8.24 23 for a period of not less than one year nine (9) months after the Closing Date. The provisions of this Section shall survive Closing.

Record Access and Retention. At Purchaser’s request, Seller shall provide to Purchaser (at Purchaser’s sole cost and expense) copies of, or at Purchaser’s option shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by PurchaserPurchaser in its sole discretion, and in the possession or reasonable control of Seller, or its property manager or accountants (without any requirement for Seller to compile, categorize or otherwise organize such information)accountants, to facilitate enable 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 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). 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 Purchaser and its auditor in Purchaser’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 Purchaser or any affiliate of Purchaser, if requested by such auditorrequested, historical financial statements for the PropertyProperty to the extent in Seller’s possession, including (without limitation) income and balance sheet data for the Property, whether requested required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s obligation to maintain its records for use under this Section 8.24 shall be an on-going condition to Closing for operating statements of the Property, at Purchaser’s benefit until Closingexpense, and, to the extent available, Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall, to the extent available, furnish to Purchaser such financial and other information as may be requested by Purchaser or any affiliate of 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 8.24 41 for a period of not less than one year twelve (12) months after the Closing Date. The provisions of this Section shall survive Closing.