Common use of Record Keeping and Audit Right Clause in Contracts

Record Keeping and Audit Right. (a) Each Bluerock Entity shall keep, and, as applicable, cause its Affiliates to keep, complete and accurate books and records relating to the costs charged to Company hereunder, including the basis for calculating such costs (the “Transition Books and Records”) for a period of one (1) year following the termination of this Agreement (“Audit Period”). (b) During the Term and the Audit Period, each Company Party, at its own cost and expense, shall have the right to inspect the Transition Books and Records of the Bluerock Entities (upon reasonable, prior written notice, during normal business hours), solely for the purposes of verifying the accuracy of the invoices provided to such Company Party hereunder. Each Company Party may only exercise the foregoing inspection right once during any calendar quarter, except in the event that such Company Party reasonably believes there is a material discrepancy in the invoices that it has been provided. (c) In the event the audit produces a material discrepancy between the fees and expenses invoiced to a Company Party and the actual Services performed by the applicable Bluerock Entity, the Company Party receiving the applicable Services shall promptly notify the applicable Bluerock Entity of such difference and indicate the amount by which it believes the fees and expenses invoiced exceed the Services performed. Within twenty (20) business days of receipt of notice of a discrepancy from the Company Party receiving the applicable Services, the applicable Bluerock Entity shall (i) reimburse such Company Party for the amount of the discrepancy arising out of the audit or (ii) notify such Company Party that it disputes the results of the audit. If a Bluerock Entity notifies the Company Party receiving Services of a dispute, such dispute shall be resolved in accordance with the procedures set forth in Article X hereof. Any Transition Books and Records that relate to any dispute under this Section 4.3 shall continue to be kept by the applicable Bluerock Entity until a complete and final resolution has been reached by the applicable Parties. (d) The expenses of the audit inspection shall be paid by the Company Party receiving the applicable Services; provided, however, that if the results of such audit, as finally determined pursuant to Section 4.3(c), reveal that the applicable Bluerock Entity has inaccurately calculated the fees and expenses resulting in an overcharge of such fees and expenses for any Quarterly Reimbursement by more than the greater of (i) $25,000 in the aggregate or (ii) five percent (5%) of the actual fees and expenses for the Services provided herein, the expenses of the audit inspection shall be paid by the applicable Bluerock Entity providing the applicable Services. (e) Anything to the contrary notwithstanding, each Bluerock Entity shall, and shall cause its Affiliates to, keep books and records relating to the performance of Services hereunder (the “Service Records”) consistent with its document and information retention policies in effect as of the closing of the transactions contemplated by the Contribution Agreement. During any Term and the Audit Period, each Company Party shall have the right, at its own cost and expense, to inspect the Service Records of the Bluerock Entities (upon reasonable, prior written notice and during normal business hours), for the purpose of confirming that the applicable Services are being performed in accordance with the Service Standards, or to address any error in the product of any Services. Each Company Party may only exercise the foregoing inspection right once during any calendar quarter, except to address any matter that such Company Party reasonably believes represents material non-compliance by applicable Bluerock Entity or its Affiliates with any Service Standards or any material error in the provision of any Services.

Record Keeping and Audit Right. (a) Each Bluerock Entity Seller shall keep, and, as applicable, cause its Affiliates to keep, complete and accurate books and records relating to the costs charged to Company the Service Recipient hereunder, including the basis for calculating such costs (the “Transition Books and Records”) for a period of one twelve (112) year months following the termination expiration of this Agreement the Term (“Audit Period”). (b) During the Term and the Audit Period, each Company Party, at its own cost and expense, the Service Recipient shall have the right to inspect the Transition Books and Records of the Bluerock Entities (upon reasonable, prior written notice, during normal business hours), solely for the purposes of verifying the accuracy of the invoices provided to such Company Party the Service Recipient hereunder. Each Company Party may only exercise the foregoing inspection right once during any calendar quarter, except in the event that such Company Party reasonably believes there is a material discrepancy in the invoices that it has been provided. (c) In the event the audit produces a material discrepancy between the fees and expenses invoiced to a Company Party the Service Recipient and the actual Services performed by the applicable Bluerock EntitySeller, the Company Party receiving the applicable Services Service Recipient shall promptly immediately notify the applicable Bluerock Entity Seller of such difference and indicate the amount by which it believes the fees and expenses invoiced exceed the Services performed. Within twenty fifteen (2015) business days of receipt of notice of a discrepancy from the Company Party receiving the applicable ServicesService Recipient, the applicable Bluerock Entity Seller shall (i) reimburse such Company Party the Service Recipient for the amount of the discrepancy arising out of the audit or (ii) notify such Company Party the Service Recipient that it disputes the results of the audit. If a Bluerock Entity Seller notifies the Company Party receiving Services Service Recipient of a dispute, such dispute shall be resolved in accordance with the procedures set forth in Article X XII hereof. Any Transition Books and Records that relate to any dispute under this Section 4.3 4.4 shall continue to be kept by the applicable Bluerock Entity Seller until a complete and final resolution has been reached by the applicable Parties. (d) The expenses of the audit inspection shall be paid by the Company Party receiving the applicable ServicesService Recipient; provided, however, that if the results of such audit, as finally determined pursuant to Section 4.3(c), reveal audit reveals that the applicable Bluerock Entity Seller has inaccurately calculated the fees and expenses resulting in an overcharge of such fees and expenses for any Quarterly Reimbursement by more than the greater of (i) $25,000 in the aggregate or (ii) five percent (5%) of the actual fees and expenses for the Services provided herein, the expenses of the audit inspection shall be paid by the applicable Bluerock Entity providing the applicable ServicesSeller. (e) Anything to the contrary notwithstanding, each Bluerock Entity Seller shall, and shall cause its Affiliates to, keep books and records relating to the performance of Services hereunder (the “Service Records”) consistent with its past document and information retention policies in effect as respect of the closing of Property Assets prior to the transactions contemplated by the Contribution AgreementClosing Date. During any Term and the Audit Period, each Company Party the Service Recipient shall have the right, at its own cost and expense, right to inspect the Service Records of the Bluerock Entities (upon reasonable, prior written notice and notice, during normal business hours), for the purpose of confirming that the applicable Services are being performed in accordance with the Service Services Standards, or to address any error in the product of any Services. Each Company Party The Service Recipient may only exercise the foregoing inspection right once during any calendar quartera month, except to address any matter that such Company Party the Service Recipient reasonably believes represents material non-compliance by applicable Bluerock Entity Seller or its Affiliates with any Service Standards or any material error in the provision product of any Services.

Record Keeping and Audit Right. (a) Each Bluerock Entity Party shall keep, and, as applicable, cause its Affiliates to keep, complete and accurate books and records relating to the costs charged to Company the other Party hereunder, including the basis for calculating such costs (the “Transition Books and Records”) for a period of one (1) year following the termination expiration of this Agreement the Term (“Audit Period”). (b) During the Term and the Audit Period, each Company Party, at its own cost and expense, shall have the right to inspect the Transition Books and Records of the Bluerock Entities other Party (upon reasonable, prior written notice, during normal business hours), solely for the purposes of verifying the accuracy of the invoices provided to such Company Party hereunder. Each Company Party may only exercise the foregoing inspection right once during any calendar quarter, except in the event that such Company Party reasonably believes represents there is a material discrepancy in the invoices that it has been provided. (c) In the event the audit produces a material discrepancy between the fees and expenses invoiced to a Company Party and the actual Services performed by the applicable Bluerock Entityother Party, the Company Party receiving the applicable Services shall promptly immediately notify the applicable Bluerock Entity other Party of such difference and indicate the amount by which it believes the fees and expenses invoiced exceed the Services performed. Within twenty (20) business days of receipt of notice of a discrepancy from the Company Party receiving the applicable Services, the applicable Bluerock Entity other Party shall (i) reimburse such Company Party for the amount of the discrepancy arising out of the audit or (ii) notify such Company Party that it disputes the results of the audit. If a Bluerock Entity Party notifies the Company Party receiving Services of a dispute, such dispute shall be resolved in accordance with the procedures set forth in Article X hereof. Any Transition Books and Records that relate to any dispute under this Section 4.3 4.4 shall continue to be kept by the applicable Bluerock Entity Party until a complete and final resolution has been reached by the applicable Parties. (d) The expenses of the audit inspection shall be paid by the Company Party receiving the applicable Services; provided, however, that if the results of such audit, as finally determined pursuant to Section 4.3(c4.4(c), reveal that the applicable Bluerock Entity other Party has inaccurately calculated the fees and expenses resulting in an overcharge of such fees and expenses for any Quarterly Reimbursement by more than the greater of (i) $25,000 in the aggregate or (ii) five percent (5%) of the actual fees and expenses for the Services provided herein, the expenses of the audit inspection shall be paid by the applicable Bluerock Entity Party providing the applicable Services. (e) Anything to the contrary notwithstanding, each Bluerock Entity Party shall, and shall cause its Affiliates to, keep books and records relating to the performance of Services hereunder (the “Service Records”) consistent with its their document and information retention policies in effect as of the closing of the transactions contemplated by the Contribution AgreementClosing Date. During any the Term and the Audit Period, each Company Party shall have the right, at its own cost and expense, to inspect the Service Records of the Bluerock Entities other Party (upon reasonable, prior written notice and notice, during normal business hours), for the purpose of confirming that the applicable Services are being performed in accordance with the Service Standards, or to address any error in the product of any Services. Each Company Party may only exercise the foregoing inspection right once during any calendar quarter, except to address any matter that such Company Party reasonably believes represents material non-compliance by applicable Bluerock Entity the other Party or its Affiliates with any Service Standards or any material error in the provision product of any Services.

Record Keeping and Audit Right. (a) Each Bluerock Entity Seller shall keep, and, as applicable, cause its Affiliates to keep, complete and accurate books and records relating to the costs charged to Company the Service Recipient hereunder, including the basis for calculating such costs (the “Transition Books and Records”) for a period of one nine (19) year months following the termination expiration of this Agreement the Term (“Audit Period”). (b) During the Term and the Audit Period, each Company Partythe Service Recipient, at its own cost and expense, expense shall have the right to inspect the Transition Books and Records of the Bluerock Entities (upon reasonable, prior written notice, during normal business hours), solely for the purposes of verifying the accuracy of the invoices provided to such Company Party the Service Recipient hereunder. Each Company Party may only exercise the foregoing inspection right once during any calendar quarter, except in the event that such Company Party reasonably believes there is a material discrepancy in the invoices that it has been provided. (c) In the event the audit produces a material discrepancy between the fees and expenses invoiced to a Company Party the Service Recipient and the actual Services performed by the applicable Bluerock EntitySeller, the Company Party receiving the applicable Services Service Recipient shall promptly immediately notify the applicable Bluerock Entity Seller of such difference and indicate the amount by which it believes the fees and expenses invoiced exceed the Services performed. Within twenty (20) business days of receipt of notice of a discrepancy from the Company Party receiving the applicable ServicesService Recipient, the applicable Bluerock Entity Seller shall (i) reimburse such Company Party the Service Recipient for the amount of the discrepancy arising out of the audit or (ii) notify such Company Party the Service Recipient that it disputes the results of the audit. If a Bluerock Entity Seller notifies the Company Party receiving Services Service Recipient of a dispute, such dispute shall be resolved in accordance with the procedures set forth in Article X XII hereof. Any Transition Books and Records that relate to any dispute under this Section 4.3 4.4 shall continue to be kept by the applicable Bluerock Entity Seller until a complete and final resolution has been reached by the applicable Parties. (d) The expenses of the audit inspection shall be paid by the Company Party receiving the applicable ServicesService Recipient; provided, however, that if the results of such audit, as finally determined pursuant to Section 4.3(c4.4(c), reveal that the applicable Bluerock Entity Seller has inaccurately calculated the fees and expenses resulting in an overcharge of such fees and expenses for any Quarterly Reimbursement by more than the greater of (i) $25,000 in the aggregate or (ii) five percent (5%) of the actual fees and expenses for the Services provided herein, the expenses of the audit inspection shall be paid by the applicable Bluerock Entity providing the applicable Services.Seller. EXHIBIT F (e) Anything to the contrary notwithstanding, each Bluerock Entity Seller shall, and shall cause its Affiliates to, keep books and records relating to the performance of Services hereunder (the “Service Records”) consistent with its their document and information retention policies in effect as of the closing of the transactions contemplated by the Contribution AgreementClosing Date. During any Term and the Audit Period, each Company Party the Service Recipient shall have the right, at its own cost and expense, to inspect the Service Records of the Bluerock Entities (upon reasonable, prior written notice and notice, during normal business hours), for the purpose of confirming that the applicable Services are being performed in accordance with the Service Standards, or to address any error in the product of any Services. Each Company Party The Service Recipient may only exercise the foregoing inspection right once during any calendar quarter, except to address any matter that such Company Party the Service Recipient reasonably believes represents material non-compliance by applicable Bluerock Entity Seller or its Affiliates with any Service Standards or any material error in the provision product of any Services.