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 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 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 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 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).Default

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 For six (6) years following the Closing Date, unless acting with the prior written consent of the Seller (such consent not to be unreasonably conditioned, withheld or delayed), the Buyer shall not, and 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 MemberCompany, 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 Company Subsidiaries and the FDIC)Buyer’s other Affiliates not to, 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 otherwise 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, files, designs, specifications, customer lists, supplier lists, operating records, sales material, and other material documents in existence at the Closing, relating to the operation of the Company or files shall the Company Subsidiaries prior to the Closing and are required to be borne retained under the Company’s current records retention policies (all such materials, the “Books and Records”) without first offering to surrender the Books and Records which are intended to be destroyed or disposed of to the Seller. After the Closing, the Buyer shall, at the Seller’s expense, allow the counsel, accountants, and other authorized Representatives of the Seller and the Seller’s Affiliates access to such Books and Records upon reasonable request and prior notice by such Person so exercising such rightsthe Seller and during normal business hours under supervision of the Buyer’s or the Company’s personnel; provided, however, that (a) any expense incident such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company or any Company Subsidiary and (b) neither the Company nor any Company Subsidiary shall be required to provide any (i) access or information that would result in violation of any applicable Laws, (ii) information subject to any confidentiality, non-disclosure or similar arrangements if the Company shall have used reasonable efforts to obtain the consent of the applicable third party to whom the confidentiality obligation is owed, (iii) information the disclosure of which would jeopardize any applicable privilege (including attorney-client privilege) applicable to the exercise of such rights pursuant to this Section 7.2(b) as a result of Buyer, the Company, any Company Subsidiary 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 capacitytheir respective Affiliates, or (iv) information the disclosure of which would, or would reasonably be expected to any applicable Servicer (and its Subservicers) having been engaged by the Initial Memberdisclose trade secrets of third parties; provided that, in each case, the Company shall and shall cause each Company Subsidiary to cooperate with the Seller to establish an appropriate confidential procedure or other work around to provide the applicable replacement Manager following requested access including providing redacted or partial copies of such removal of the Private Owner as Manager, in each case that is not an Affiliate of the Private Owner)information.

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).