Common use of Records and Personnel Clause in Contracts

Records and Personnel. (a) Parent shall cause the Surviving Corporation to retain the Records of the Company for a period of at least seven (7) years following the Closing and any other Records of the Company for the period prior to the Closing in accordance with the Company’s standard records retention policy. During the period in which the Surviving Corporation maintains such Records, upon reasonable notice and request by the Stockholders’ Representative, the Surviving Corporation, during normal business hours, shall permit the Stockholders’ Representative or any of its Representatives to examine, copy and make extracts from all Records, all without cost, surcharge or expense other than reasonable copy charges, as the Stockholders’ Representative and such Representatives are reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Legal Proceedings relating in whole or in part to the Effective Time Holders, the Company or a Subsidiary of the Company, including any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the Stockholders’ Representative. (b) Parent shall also cause the Surviving Corporation and each of its Subsidiaries to make employees of the Surviving Corporation and its Subsidiaries available to the Stockholders’ Representative and its Representatives at such employees’ normal business location and during such employees’ normal business hours to provide such assistance to the Stockholders’ Representative as may be reasonably requested by the Stockholders’ Representative from time to time in connection with the Effective Time Holders’ involvement in the Company and each of its Subsidiaries, as follows: (i) to assist, as requested, in responding to inquiries from or audits by or required by any Governmental Body or to assist, as requested, in connection with any Legal Requirement, including preparation of responses and other required documents; (ii) to provide support and information as necessary in connection with any accounting requirements or preparation of appropriate financial statements; and (iii) to provide other assistance of a similar nature as may be reasonably required by the Stockholders’ Representative.

Records and Personnel. The Green Entities may, following the Closing, retain copies of the Transferred Entities’ (aas defined below) Parent books, records, materials and information including, without limitation, tenant records, personnel and payroll records, accounting records, purchase and sale records, price lists and correspondence, wherever located (the “Records”), including Records stored on computer disks or tapes or any other storage medium, as the Green Entities are reasonably likely to need in connection with their obligations pertaining to any accounting, auditing, or tax requirements and any claims or legal proceedings relating in whole or in part to the Transferred Entities. The Sun Parties shall use their commercially reasonable efforts to cause the Surviving Corporation Transferred Entities to retain the Records of the Company for a period of at least seven six (76) years following the Closing Closing. Following the expiration of such six (6) year period, the Transferred Entities may dispose of such Records provided that the Sun Parties give the Green Entities at least thirty (30) days’ prior written notice of any such disposition, and any other Records of if requested by the Company for the period prior Green Entities, deliver to the Closing in accordance with Green Entities any of such Records as the Company’s standard records retention policyGreen Entities may request. During the period in which the Surviving Corporation maintains Transferred Entities maintain such Records, upon reasonable notice and request by the Stockholders’ RepresentativeGreen Entities, the Surviving CorporationSun Parties, during normal business hours, shall permit the Stockholders’ Representative Green Entities or any of its Representatives their representatives to examine, copy and make extracts from all Records, all without cost, surcharge or expense other than reasonable copy charges, as the Stockholders’ Representative Green Entities and such Representatives representatives are reasonably likely to need in connection with any accounting, auditing and Tax tax requirements, any Legal Requirements applicable legal requirements and any claims or Legal Proceedings legal proceedings relating in whole or in part to the Effective Time HoldersGreen Entities or the Transferred Entities, the Company or a Subsidiary of the Companyincluding, including but not limited to, any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the Stockholders’ RepresentativeGreen Entities. (a) For purposes of this Agreement, the term “Transferred Entity” includes Fund 2, Fund 3, each Holding Company, each Property Owner and each of their respective subsidiaries which, in each case, is directly or indirectly acquired by the Sun Parties pursuant to the Transaction Documents. (b) Parent From and after the Closing, the Sun Parties shall, and shall also cause their affiliates (including the Surviving Corporation and each of its Subsidiaries to Transferred Entities) to, make their respective employees of the Surviving Corporation and its Subsidiaries reasonably available to the Stockholders’ Representative Green Entities and its Representatives their affiliates and representatives, upon reasonable notice, at such employees’ normal business location and during such employees’ normal business hours hours, to provide such assistance to the Stockholders’ Representative Green Entities as may be reasonably requested by the Stockholders’ Representative Green Entities from time to time in connection with the Effective Time HoldersGreen Entities’ involvement in any accounting, auditing, or tax requirements and any claims or legal proceedings relating in whole or in part to the Company and each of its SubsidiariesTransferred Entities, including, without limitation, as follows: (i) i. to assist, as requested, in responding to inquiries from or audits by or required by any Governmental Body governmental body or to assist, as requested, in connection with any Legal Requirementapplicable legal requirement, including preparation of responses and other required documents; (ii) . to provide support and information as necessary in connection with any accounting requirements or preparation of to prepare appropriate financial statements; iii. to provide support and information necessary for preparing tax returns for periods prior to and including the years ending on or prior to the Closing Date; and (iii) iv. to provide support and information to respond to any tax inquiries, audits or other assistance of a similar nature as may be reasonably required by legal proceedings for any period or partial period prior to the Stockholders’ RepresentativeClosing Date.

Records and Personnel. (a) The Stockholder Representative may, following the Closing, retain copies of the Company’s and each Company Subsidiary’s Records, including Records stored on computer disks or tapes or any other storage medium, as the Stockholder Representative is reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Proceedings relating in whole or in part to the Stockholders, the Company or a Company Subsidiary. The Parent shall cause the Surviving Corporation Entity to retain the Records of the Company for a period of at least seven three (73) years following the Closing and any other Company Records of the Company for the period prior to the Closing in accordance with the Company’s standard records retention policy. Following the expiration of such three (3) year period, the Surviving Entity may dispose of such delivered Records provided that the Parent gives the Stockholder Representative at least thirty (30) days’ prior written notice of any such disposition, and if requested by the Stockholder Representative, delivers any of such Records as the Stockholder Representative may request. During the period in which the Surviving Corporation Entity maintains such Records, upon reasonable notice and request by the Stockholders’ Stockholder Representative, the Surviving CorporationEntity, during normal business hours, shall permit the Stockholders’ Stockholder Representative or any of its Representatives Agents to examine, copy and make extracts from all Records, all without cost, surcharge or at the cost and expense other than reasonable copy chargesof the Stockholder Representative, as the Stockholders’ Stockholder Representative and such Representatives Agents are reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Legal Proceedings relating in whole or in part to the Effective Time HoldersStockholders, the Company or a Subsidiary of the Company, including any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the Stockholders’ RepresentativeCompany Subsidiary. (b) The Parent shall also cause the Surviving Corporation Entity and each of its Subsidiaries Company Subsidiary to make employees of the Surviving Corporation Entity and its Subsidiaries each Company Subsidiary available to the Stockholders’ Stockholder Representative and its Representatives Agents at such employees’ normal business location and during such employees’ normal business hours to provide such assistance to the Stockholders’ Stockholder Representative as may be reasonably requested by the Stockholders’ Stockholder Representative from time to time in connection with the Effective Time HoldersStockholders’ involvement in the Company and each of its SubsidiariesCompany Subsidiary, as follows: (i) to assist, as requested, in responding to inquiries from or audits by or required by any Governmental Body or to assist, as requested, in connection with any Legal Requirement, including preparation of responses and other required documents; (ii) to provide support and information as necessary in connection with any accounting requirements or preparation of to prepare appropriate financial statements; (iii) to provide support and information necessary for preparing Returns for periods prior to and including the years ending on or prior to the Closing Date; (iv) to provide support and information to respond to any Tax inquiries, audits or other Proceedings for any period or partial period prior to the Closing Date; and (iiiv) to provide other assistance of a similar nature as may be reasonably required by the Stockholders’ Stockholder Representative.

Records and Personnel. (a) Parent The Seller may, following the Closing, retain copies of the Company’s Records, including Records stored on computer disks or tapes or any other storage medium, as the Seller is reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Proceedings relating in whole or in part to the Seller or the Company. The Buyer shall cause the Surviving Corporation Company to retain the Records of the Company for a period of at least seven four (74) years following the Closing and any other Company Records of the Company for the period prior to the Closing in accordance with the Company’s standard records retention policy. Following the expiration of such four (4) year period, the Company may dispose of such delivered Records provided that the Buyer gives the Seller at least thirty (30) days’ prior notice of any such disposition, and if requested by the Seller, delivers any of such Records as the Seller may request. During the period in which the Surviving Corporation Company maintains such Records, upon reasonable notice and request by the Stockholders’ RepresentativeSeller, the Surviving CorporationCompany, during normal business hours, shall permit the Stockholders’ Representative Seller or any of its Representatives Agents to examine, copy and make extracts from all Records, all without cost, surcharge or at the cost and expense other than reasonable copy chargesof the Seller, as the Stockholders’ Representative Seller and such Representatives Agents are reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Legal Proceedings relating in whole or in part to the Effective Time HoldersSeller, the Company or a Subsidiary of the Company, including any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the Stockholders’ Representative. (b) Parent The Buyer shall also cause (x) its employees involved in the Surviving Corporation negotiation of this Transaction and each of its Subsidiaries (y) the Company’s employees to make employees of the Surviving Corporation and its Subsidiaries be available to the Stockholders’ Representative Seller and its Representatives Agents at such employees’ normal business location and during such employees’ normal business hours to provide such assistance to the Stockholders’ Representative Seller as may be reasonably requested by the Stockholders’ Representative Seller from time to time in connection with the Effective Time Holders’ Seller’s involvement in the Company and each of its SubsidiariesCompany, as follows: (i) to assist, as requested, in responding to inquiries from or audits by or required by any Governmental Body or to assist, as requested, in connection with any Legal Requirement, including preparation of responses and other required documents; (ii) to provide support and information as necessary in connection with any accounting requirements or preparation of to prepare appropriate financial statements; (iii) to provide support and information necessary for preparing Returns for periods prior to and including the years ending on or prior to the Closing Date; (iv) to provide support and information to respond to any Tax inquiries, audits or other Proceedings for any period or partial period prior to the Closing Date; and (iiiv) to provide other assistance of a similar nature as may be reasonably required by the Stockholders’ RepresentativeSeller.

Records and Personnel. (a) The Member Representative may, following the Closing, retain copies of the Company’s Records, including Records stored on computer disks or tapes or any other storage medium, as the Member Representative is reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Proceedings relating in whole or in part to the Members or the Company. The Parent shall cause the Surviving Corporation Company to retain (i) the pre-Closing Records of the Company for a period of at least seven three (73) years following the Closing, and (ii) post-Closing and any other Records of the Surviving Company for the period prior to the Closing in accordance with the Surviving Company’s standard records retention policy. Following the expiration of such three (3) year period, the Surviving Company may dispose of any Company Records provided that the Parent gives the Member Representative at least thirty (30) days’ prior written notice of any such disposition, and if requested by the Member Representative, delivers any such Records as the Member Representative may request. During the period in which the Surviving Corporation Company maintains such Records, upon reasonable notice and request by the Stockholders’ Member Representative, the Surviving CorporationCompany, during normal business hours, shall permit the Stockholders’ Member Representative or any of its Representatives Agents to examine, copy and make extracts from all Records, all without cost, surcharge or at the cost and expense other than reasonable copy chargesof the Member Representative, as the Stockholders’ Member Representative and such Representatives Agents are reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Legal Proceedings relating in whole or in part to the Effective Time Holders, the Company Members or a Subsidiary of the Company, including any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the Stockholders’ Representative. (b) The Parent shall also cause the Surviving Corporation and each of its Subsidiaries Company to make employees of the Surviving Corporation and its Subsidiaries Company available to the Stockholders’ Member Representative and its Representatives Agents at such employees’ normal business location and during such employees’ normal business hours to provide such assistance to the Stockholders’ Member Representative as may be reasonably requested by the Stockholders’ Member Representative from time to time in connection with the Effective Time Holders’ involvement in the Company any accounting, auditing and each of its SubsidiariesTax requirements, as follows: (i) to assist, as requested, in responding to inquiries from or audits by or required by any Governmental Body or to assist, as requested, in connection with any Legal Requirement, including preparation of responses Requirements and other required documents; (ii) any claims or Proceedings relating in whole or in part to provide support and information as necessary in connection with any accounting requirements the Members or preparation of appropriate financial statements; and (iii) to provide other assistance of a similar nature as may be reasonably required by the Stockholders’ RepresentativeCompany.

Records and Personnel. (a) The Company Agent may, following the Closing, retain one (1) copy of the Company’s and its Subsidiaries’ Records contained in the Company’s virtual dataroom as of the Closing Date, such Records to be held subject to the confidentiality provisions of this Agreement, provided that such Records may be used only in furtherance of the terms of this Agreement or otherwise in connection with any dispute between the parties arising out of or relating to the Transactions. Parent shall cause the Surviving Corporation Company to retain the Records of the Company for a period of at least seven six (76) years following the Closing and any other Company Records of the Company for the period prior to the Closing in accordance with the Company’s standard records retention policy. Following the expiration of such six (6) year period, the Surviving Company may dispose of such delivered Records. During the period in which the Surviving Corporation Company maintains such Records, upon reasonable notice and request by the Stockholders’ RepresentativeCompany Agent, the Surviving CorporationCompany, during normal business hours, shall permit the Stockholders’ Representative Company Agent or any of its Representatives to examine, copy and make extracts from all RecordsRecords (or provide electronic access if available), all without cost, surcharge or expense other than reasonable copy chargesto the Surviving Company, as the Stockholders’ Representative Company Agent and such Representatives are reasonably likely to need in connection with any accounting, auditing and Tax requirements, any Legal Requirements and any claims or Legal Proceedings relating in whole or in part to the Effective Time Holders, the Company or a Subsidiary of the Company, including any financial reporting obligation and in connection with any other such matter as may be reasonably requested by the Stockholders’ RepresentativeCompany Agent; provided, however, that (i) the activities of the Company Agent and its Representatives shall be conducted in such a manner as not to interfere unreasonably with the operation of the businesses of Parent and the Surviving Company and (ii) in no event shall the Surviving Company be required to furnish the Company Agent or its Representatives with any documents or information that (A) Parent, the Surviving Company or any of their Subsidiaries are required by Legal Requirement, Governmental Order or Contract to keep confidential or (B) would reasonably be expected to jeopardize the status of such document or information as privileged, work product or as a trade secret. (b) Parent shall also cause the Surviving Corporation Company and each of its Subsidiaries to make employees of the Surviving Corporation Company and its Subsidiaries reasonably available to the Stockholders’ Representative Company Agent and its Representatives at such employees’ normal business location and during such employees’ normal business hours to provide such assistance to the Stockholders’ Representative Company Agent as may be reasonably requested by the Stockholders’ Representative Company Agent from time to time in connection with the Effective Time Holders’ involvement in the Company and each of its Subsidiaries, as follows: (i) to assist, as requested, in responding to inquiries from or audits by or required by any Governmental Body or to assist, as requested, in connection with any Legal Requirement, including preparation of responses and other required documents; (ii) to provide support and information as necessary in connection with any accounting requirements or preparation of to prepare appropriate financial statements; (iii) to provide support and information necessary for preparing Returns for periods prior to and including the years ending on or prior to the Closing Date; (iv) to provide support and information to respond to any Tax inquiries, audits or other Legal Proceedings for any period or partial period prior to the Closing Date; and (iiiv) to provide other assistance of a similar nature as may be reasonably required by the Stockholders’ RepresentativeCompany Agent.