Common use of Retention of Books and Records Clause in Contracts

Retention of Books and Records. The Manager shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is made. All such books and records shall be available during such period for inspection by the Initial Member, the FDIC or any of their respective representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to such requesting Person or its designee. The Manager shall provide the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Initial Member or the FDIC, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the Initial Member, the Company or the applicable replacement Manager following such removal of the Private Owner as Manager, in each case that is not an Affiliate of the Private Owner).

Retention of Books and Records. The Manager shall must cause all such books and records required at any time to be kept or maintained pursuant to Section 1(a) above to be and remain property of the Company (and hereby acknowledges and agrees that the same will at all times be property of the Company), and to be maintained and retained until the date that is the later of ten (10) six years after the Closing Date and three (3) years after the date on which the Final Distribution is madeDistribution. All such books and records shall (including any such books and records maintained by a Servicer, any Subservicer or any JDC Contractor, and any such books and records held or maintained on any applicable servicing system maintained by any such Person), must be available during such period for inspection by the Initial Member, the FDIC each Beneficiary or any of their respective its representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 of the LLC Operating Agreement at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereofof this Agreement, at such other location as is provided by notice to the Initial Member and the FDICBeneficiaries), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDICany Beneficiary, the Manager shall must promptly send copies (the number of copies of which shall must be reasonable) of such books and records to such requesting Person or its designee. The Manager shall must provide the Initial Member and the FDIC each Beneficiary with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans Assets and, upon the request of the Initial Member or the FDICany Beneficiary, shall must allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC (in any capacity) and any other Beneficiary (that is not the FDIC) so request the same, the FDIC shall will have the right to recover such documents or files, but the Initial Member shall any such other Beneficiary will have the right to make copies of such applicable documents or files so long as such copies are made while such documents or files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC a Beneficiary and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC such Beneficiary of its respective rights in this Section 7.2(b1(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall will be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b1(b) as a result of or during the continuance of an Event of Default shall will in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member such Beneficiary (in any capacity) following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and any of its Subservicers) or JDC Contractor having been engaged by the Initial Membersuch Beneficiary (in any capacity), the Company or the applicable replacement Manager following such removal of the Private Owner as the Manager, in each case that is not an Affiliate of the Private Owner).

Retention of Books and Records. The Manager shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is made. All such books and records shall be available during such period for inspection by the Initial Member, the FDIC or any of their respective representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by the Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to such requesting Person or its designee. The Manager shall provide the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans Assets and, upon the request of the Initial Member or the FDIC, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxesTaxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by the Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and any of its Subservicers) having been engaged by the Initial Member, the Company or the applicable replacement Manager following such removal of the Private Owner as the Manager, in each case that is not an Affiliate of the Private Owner).

Retention of Books and Records. The Manager Buyer shall cause the Company to retain all such books books, ledgers, files, reports, plans, operating records and records any other material documents pertaining to the Company in existence at the Closing that are required to be maintained retained under current retention policies for a period of not less than seven years from the Closing Date, and retained until to make the date that is the later of ten (10) years same available after the Closing Date and three (3) years after the date on which the Final Distribution is made. All such books and records shall be available during such period for inspection and copying by the Initial Member, the FDIC Seller or any of their respective representatives (including any Governmental Authority) and agents its Representatives at the CompanySeller’s chief executive office referred to in Section 2.4 at all reasonable times expense, during regular business hours on any Business Day (orand upon reasonable request and upon reasonable advance notice, in the case connection with any tax reporting, investigation, audit, claim or assessment and any claims or inquiries from Governmental Authorities. If Buyer shall desire to dispose of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of such books and records prior to the expiration of such seven-year period, Buyer shall, prior to such requesting Person or its designeedisposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as Seller may select. The Manager shall provide Notwithstanding the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of foregoing, neither Buyer nor any documents or files relating to the Loans and, upon the request of the Initial Member or the FDIC, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, documents or files Acquired Entity shall be borne by such Person so exercising such rights; provided, however, that required to violate any expense incident obligation of confidentiality or Law to the exercise which Buyer or an Acquired Entity is subject or to waive any privilege which any of such rights them may possess in discharging their obligations pursuant to this Section 7.2(b) as 5.9 (it being understood that Buyer shall cause the Company to take reasonable actions to eliminate any such impediments to providing such information). For a result period of or during seven years after the continuance of an Event of Default Closing Date, Buyer and its Representatives shall in all cases be borne make available for inspection and copying by the Private Owner (except Buyer or its Representatives at Buyer’s expense, during regular business hours and upon reasonable request and upon reasonable advance notice all of the books and records relating to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the Initial MemberShares, the Company Acquired Entities or the applicable replacement Manager following Acquired Business which Seller or any of its Affiliates may retain after the Closing Date. If Seller shall desire to dispose of any of such removal books and records prior to the expiration of the Private Owner such seven-year period, Seller shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records as Manager, in each case that is not an Affiliate of the Private Owner)Buyer may select.

Retention of Books and Records. The Manager shall must cause all such books and records required at any time to be kept or maintained pursuant to Section 1(a) above to be and remain property of the Company (and hereby acknowledges and agrees that the same will at all times be property of the Company), and to be maintained and retained until the date that is the later of ten (10) six years after the Closing Date and three (3) years after the date on which the Final Distribution is madeDistribution. All such books and records shall (including any such books and records maintained by a Servicer, any Subservicer or any JDC Contractor, and any such books and records held or maintained on any applicable servicing system maintained by any such Person), must be available during such period for inspection by the Initial Member, the FDIC each Beneficiary or any of their respective its representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 of the LLC Operating Agreement at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereofof this Agreement, at such other location as is provided by notice to the Initial Member and the FDICBeneficiaries), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDICany Beneficiary, the Manager shall must promptly send copies (the number of copies of which shall must be reasonable) of such books and records to such requesting Person or its designee. The Manager shall must provide the Initial Member and the FDIC each Beneficiary with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans Assets and, upon the request of the Initial Member or the FDICany Beneficiary, shall must allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC (in any capacity) and any other Beneficiary (that is not the FDIC) so request the same, the FDIC shall will have the right to recover such documents or files, but the Initial Member shall any such other Beneficiary will have the right to make copies of such applicable documents or files so long as such copies are made while such documents or files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC a Beneficiary and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC such Beneficiary of its respective rights in this Section 7.2(b1(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall will be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b1(b) as a result of or during the continuance of an Event of Default shall Default (i) will in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member such Beneficiary (in any capacity) following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and any of its Subservicers) or JDC Contractor having been engaged by the Initial Membersuch Beneficiary (in any capacity), the Company or the applicable replacement Manager following such removal of the Private Owner as the Manager, in each case that is not an Affiliate of the Private Owner), and (ii) with respect to the PMN Agent and any Purchase Money Notes Guarantor, to the extent not borne by the Private Owner pursuant to the foregoing clause (i), will be borne by the Company.

Retention of Books and Records. The Manager shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is made. All such books and records shall be available during such period for inspection by the Initial Member, the FDIC or any of their respective representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to such requesting Person or its designee. The Manager shall provide the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Initial Member or the FDIC, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the Initial Member, the Company or the applicable replacement Manager following such removal of the Private Owner as Manager, in each case that is not an Affiliate of the Private Owner).

Retention of Books and Records. The Manager shall cause all such books and records to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is made. All such books and records shall be available during such period for inspection by the Initial Member, the FDIC or any of their respective representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by the Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to such requesting Person or its designee. The Manager shall provide the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Mortgage Loans and, upon the request of the Initial Member or the FDIC, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by the Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by the Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the Initial Member, the Company or the applicable replacement Manager following such removal of the Private Owner as Manager, in each case that is not an Affiliate of the Private Owner).

Retention of Books and Records. The Manager (a) Following the Closing, Buyer shall cause the Company and its Subsidiaries to retain, until all such books applicable tax statutes of limitations (including periods of waiver) have expired, all books, records and records other documents pertaining to the Company and its Subsidiaries that relate to the period prior to the Closing Date that are required to be maintained and retained until under retention policies in effect as of the date that is hereof and to make the later of ten (10) years same available after the Closing Date for inspection (at an office of the Company or any of its Affiliates, the location of which shall be mutually agreed by Buyer and three (3Seller) years after and copying by Seller or its agents at Seller’s expense, during regular business hours of the date on which Company and upon reasonable request and upon reasonable advance notice. After the Final Distribution is made. All expiration of such period, no such books and records shall be destroyed by Buyer without first advising Seller in writing detailing the contents thereof and providing Seller with at least 120 days of reasonable opportunity to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for tax purposes. (b) Following the Closing, Seller shall, and shall cause its and Diageo’s Affiliates to, retain, until all applicable tax statutes of limitations (including periods of waiver) have expired, all books, records and other documents pertaining to the Company and its Subsidiaries that relate to the period prior to the Closing Date and that are required to be retained under Diageo’s retention policies in effect as of the date hereof and to make the same available during such period after the Closing Date for inspection by the Initial Member, the FDIC (at an office of Diageo or any of their respective representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDICits Affiliates, the Manager shall promptly send copies (the number of copies location of which shall be reasonablemutually agreed by the Buyer and the Seller) and copying by Buyer or its agents at Buyer’s expense, during regular business hours of Diageo and upon reasonable request and upon reasonable advance notice. After the expiration of such period, no such books and records to such requesting Person or its designee. The Manager shall provide the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans and, upon the request of the Initial Member or the FDIC, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company be destroyed by Seller (and prior to recovery of the same Seller shall not permit such destruction by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases Diageo or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights or Diageo’s Affiliates) without first advising Buyer in this Section 7.2(b) writing detailing the contents thereof and providing Buyer with at least 120 days of reasonable opportunity to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the Initial Member, the Company or the applicable replacement Manager following such removal of the Private Owner as Manager, in each case that is not an Affiliate of the Private Owner)obtain possession thereof.

Retention of Books and Records. The Manager (a) Following the Closing, Buyer shall cause the Company to retain, until all such books applicable statutes of limitations (including periods of waiver) have expired, all books, records and records other documents pertaining to the Company that related to the period prior to the Closing Date that are required to be maintained and retained until under retention policies in effect as of the date that is of this Agreement and to make the later of ten (10) years same available after the Closing Date for inspection (at an office of the Company or any of its Affiliates designated by Seller) and three (3) years after copying by Seller or its agents at Seller’s expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After the date on which the Final Distribution is made. All expiration of such period, no such books and records shall be destroyed by Buyer without first advising Seller in writing detailing the contents thereof and providing Seller with at least thirty (30) days of reasonable opportunity to obtain possession thereof. Seller agrees that such records will be kept strictly confidential and used only for compliance with Legal Requirements. (b) Following the Closing, Seller shall, and shall cause its Affiliates to, retain, until all applicable statutes of limitations (including periods of waiver) have expired, all books, records and other documents pertaining to the Company that relate to the period prior to the Closing Date that are required to be retained under retention policies in effect as of the date of this Agreement and to make the same available during such period after the Closing Date for inspection by (at an office of the Initial Member, the FDIC Seller or any of their respective representatives (including any Governmental Authorityits Affiliates designated by Buyer) and copying by Buyer or its agents at the CompanyBuyer’s chief executive office referred to in Section 2.4 at all reasonable times expense, during regular business hours on any Business Day (orand upon reasonable request and upon reasonable advance notice. After the expiration of such period, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of no such books and records shall be destroyed by Seller (and Seller shall not permit such destruction by it Affiliates) without first advising Buyer in writing detailing the contents thereof and providing Buyer with at least thirty (30) days of reasonable opportunity to such requesting Person or its designeeobtain possession thereof. The Manager This Section 5.4(b) shall provide not limit the Initial Member and obligation of Seller to include in the FDIC with reasonable advance notice assets of the Manager’s intention to destroy or dispose of any documents or files Company at Closing all books, records and confidential and proprietary information, relating primarily to the Loans and, upon the request business operations of the Initial Member or the FDICCompany, shall allow such requesting Person to recover the same (or copies thereof) from the Company and that are in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents possession of Seller or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rightsAffiliates; provided, however, that neither Seller nor any expense incident of its Affiliates shall be obligated to include in the assets of the Company at Closing any books, records or other information relating to the exercise consolidated Tax Returns filed by Seller or any of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the Initial Member, the Company or the applicable replacement Manager following such removal of the Private Owner as Manager, in each case that is not an Affiliate of the Private Owner)Affiliates.

Retention of Books and Records. The Manager shall cause all such books and records at any time kept or maintained pursuant to Section 1(a) above to be and remain property of the Company (and hereby acknowledges and agrees that the same shall at all times be property of the Company), and to be maintained and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is madeDate. All such books and records shall be available during such period for inspection by the Initial Member, the FDIC each Beneficiary or any of their respective its representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 of the LLC Operating Agreement at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereofof this Agreement, at such other location as is provided by notice to the Initial Member and the FDICBeneficiaries), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDICany Beneficiary, the Manager shall promptly send copies (the number of copies of which shall be reasonable) of such books and records to such requesting Person or its designee. The Manager shall provide the Initial Member and the FDIC each Beneficiary with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans Assets and, upon the request of the Initial Member or the FDICany Beneficiary, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC (in any capacity) and any other Beneficiary (that is not the FDIC) so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member any such other Beneficiary shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents or files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC a Beneficiary and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC such Beneficiary of its respective rights in this Section 7.2(b1(b) to recover or make (or otherwise receive) copies of books, records, documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b1(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively to a Manager having been appointed by the Initial Member such Beneficiary (in any capacity) following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and any of its SubservicersSub-Servicers) having been engaged by the Initial Membersuch Beneficiary (in any capacity), the Company or the applicable replacement Manager following such removal of the Private Owner as the Manager, in each case that is not an Affiliate of the Private Owner).

Retention of Books and Records. The Manager (a) TKO shall cause the Transferred Entities to retain all books, ledgers, files, reports, plans, operating records and any other material documents to the extent related to Excluded Assets, Excluded Liabilities, or the businesses or operations of the Transferred Entities other than the Businesses, in each case as in existence at the Closing that are required to be retained under current retention policies for a period of seven (7) years from the Closing Date (or such shorter time as specified in the EDR Parties’ current retention policies), and to make the same reasonably available after the Closing for inspection and copying by the EDR Parties or their representatives at the EDR Parties’ expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After such seven- (7-) year or shorter period, before TKO or the Transferred Entities may dispose of any such books and records in bulk (other than pursuant to be maintained automated destruction policies with respect to electronic data), TKO shall give at least ninety (90) days’ prior written notice of such intention to dispose to the EDR Parties or their representatives, and retained until the date that is the later of ten (10) years after the Closing Date and three (3) years after the date on which the Final Distribution is made. All such books and records EDR Parties or their representatives shall be available during such period for inspection by given an opportunity, at the Initial MemberEDR Parties’ expense, the FDIC to remove and retain all or any of their respective representatives (including any Governmental Authority) and agents at the Company’s chief executive office referred to in Section 2.4 at all reasonable times during business hours on any Business Day (or, in the case of any such inspection after the term hereof, at such other location as is provided by notice to the Initial Member and the FDIC), in each instance upon two (2) Business Days’ prior notice to the Manager. Upon request by Initial Member or the FDIC, the Manager shall promptly send copies (the number of copies of which shall be reasonable) part of such books and records to such requesting Person or its designee. as it may elect. (b) The Manager EDR Parties shall provide the Initial Member and the FDIC with reasonable advance notice of the Manager’s intention to destroy or dispose of any documents or files relating to the Loans andretain all books, upon the request of the Initial Member or the FDICledgers, shall allow such requesting Person to recover the same (or copies thereof) from the Company and in the case both the Initial Member and the FDIC so request the same, the FDIC shall have the right to recover such documents or files, but the Initial Member shall have the right to make copies of such applicable documents or files so long as such copies are made while such documents files remain with the Manager or the Company (and prior to recovery of the same by the FDIC). The Manager shall also maintain complete and accurate reports, plans, operating records reflecting the status of taxes, ground leases or other recurring charges which could become a Lien on any Underlying Collateral. Any expense incurred by Initial Member or the FDIC and any reasonable out-of-pocket expense incurred by the Company in connection with the exercise by Initial Member or the FDIC of its respective rights in this Section 7.2(b) to recover or make (or otherwise receive) copies of books, records, other material documents or files shall be borne by such Person so exercising such rights; provided, however, that any expense incident to the exercise of such rights pursuant to this Section 7.2(b) as a result of or during the continuance of an Event of Default shall in all cases be borne by the Private Owner (except to the extent such Event of Default is attributable exclusively related to a Manager having been appointed by the Initial Member following removal of the Private Owner in such applicable capacity, or to any applicable Servicer (and its Subservicers) having been engaged by the Initial MemberTransferred Entities, the Company or Company-Controlled JVs, the applicable replacement Manager following such removal of Businesses, the Private Owner as ManagerBusiness Employees, the Transferred Assets and the Transferred Liabilities, in each case as in existence at the Closing that is not are required to be retained under current retention policies for a period of seven (7) years from the Closing Date (or such shorter time as specified in the EDR Parties’ current retention policies), and to make the same reasonably available after the Closing for inspection and copying by the TKO Parties or their representatives at the TKO Parties’ expense, during regular business hours and upon reasonable request and upon reasonable advance notice. After such seven- (7-) year or shorter period, before the EDR Parties may dispose of any such books and records in bulk (other than pursuant to automated destruction policies with respect to electronic data), the EDR Parties shall give at least ninety (90) days’ prior written notice of such intention to dispose to the TKO Parties or their representatives, and the TKO Parties or their representatives shall be given an Affiliate opportunity, at the TKO Parties’ expense, to remove and retain all or any part of the Private Owner)such books and records as it may elect.