Common use of Rule 3-14 Compliance Clause in Contracts

Rule 3-14 Compliance. Seller shall on or up to forty-five days after Closing provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, necessary to enable Purchaser's auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the one (1) immediately preceding calendar year. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall up to forty-five days after the Closing reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit, EAST\116250601.1 31 which will include responding to verbal requests for information regarding internal controls and follow-up questions on the financial information provided to the Purchaser. In addition, on or up to forty-five days after Closing, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall on or within forty-five (45) days of Closing provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall on or before Closing furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller shall maintain its records for use under this Section 21 for a period of not less than ninety (90) days after the Closing Date. The provisions of this Section shall survive Closing for a period of ninety (90) days. Seller’s obligation to deliver to Purchaser its records for use under this Section 21 shall be an on-going condition to Closing for Purchaser’s benefit until Closing. EAST\116250601.1 32

Rule 3-14 Compliance. Seller shall on or up to forty-five days after Closing provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, necessary to enable Purchaser's ’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the one (1) immediately preceding calendar year. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall up to forty-five days after the Closing reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit, EAST\116250601.1 31 which will include responding to verbal requests for information regarding internal controls and follow-up questions on the financial information provided to the Purchaser. In addition, on or up to forty-five days after Closing, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall on or within forty-five (45) days of Closing provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall on or before Closing furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 14.23 shall be an on-going condition to Closing for Purchaser’s benefit until Closing. Seller shall maintain its records for use under this Section 21 14.23 for a period of not less than ninety two (902) days years after the Closing Date. The provisions of this Section shall survive Closing for a period of ninety two (902) daysyears. Seller’s obligation After Closing, the Escrow Agent shall hold $5,000 of the Purchase Price in escrow pending the filing of the Rule 3-14 audit with the Securities and Exchange Commission Regulation. The Escrow Agent shall release such $5,000 to deliver to Purchaser its records for use under this Section 21 shall be an on-going condition to Seller promptly after receiving written notice of such filing, but in no event later than eighty (80) days after the Closing for Purchaser’s benefit until Closing. EAST\116250601.1 32Date.

Rule 3-14 Compliance. Seller shall from the date of this Agreement on or up to forty-five days after Closing provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, necessary to enable Purchaser's auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the one (1) immediately preceding calendar year. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall up to forty-five days after the Closing reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit, EAST\116250601.1 31 which will include responding to verbal requests for information regarding internal controls and follow-up questions on the financial information provided to the Purchaser. In addition, on or up to forty-five days after Closing, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall on or within forty-five (45) days of Closing provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall on or before Closing furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller shall maintain its records for use under this Section 21 20 for a period of not less than ninety (90) days after the Closing Date. The provisions of this Section shall survive Closing for a period of ninety (90) days. Seller’s obligation to deliver to Purchaser its records for use under this Section 21 20 shall be an on-going ongoing condition to Closing for Purchaser’s benefit until Closing. EAST\116250601.1 32.

Rule 3-14 Compliance. Seller shall on or up to forty-five days after Closing provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, necessary to enable Purchaser's auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the one (1) immediately preceding calendar year. Purchaser shall be responsible for all out-of-pocket costs costs, including reasonable attorney fees, associated with this audit. Seller shall up to forty-five days after the Closing reasonably cooperate (at no cost or expense to Seller) with Purchaser’s auditor in the conduct of such audit, EAST\116250601.1 31 which will include responding to verbal requests for information regarding internal controls and follow-up questions on the financial information provided to the Purchaser. In addition, on or up to forty-five days after Closing, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the PropertyProperty to the extent in Seller’s possession, including (without limitation) income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s sole cost and expense, and Seller shall on or within forty-five (45) days of Closing provide such documentation to the extent in Seller’s possession as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall on or before Closing furnish to Purchaser such financial and other information to the extent in Seller’s possession as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller’s obligation to maintain its records for use under this Section 11.23 shall be an on-going condition to Closing for Purchaser’s benefit until Closing. Seller shall maintain its records for use under this Section 21 11.23 for a period of not less than ninety two (902) days years after the Closing Date. The provisions of this Section shall survive Closing for a period of ninety two (902) days. Seller’s obligation to deliver to Purchaser its records for use under this Section 21 shall be an on-going condition to Closing for Purchaser’s benefit until Closing. EAST\116250601.1 32years.

Rule 3-14 Compliance. Seller shall on or up to forty-five (45) days after Closing provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager Property Manager or accountants, necessary to enable Purchaser's ’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the one (1) immediately preceding calendar year. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall up to forty-five ninety (90) days after the Closing reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit, EAST\116250601.1 31 which will include responding to verbal requests for information regarding internal controls and follow-up questions on the financial information provided to the Purchaser. In addition, on or up to forty-five (45) days after Closing, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall on or within forty-five (45) days of Closing provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall on or before Closing furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller shall maintain its records for use under this Section 21 10.22 for a period of not less than ninety (90) days after the Closing Date. The provisions of this Section shall survive Closing for a period of ninety (90) days. Seller’s obligation to deliver to Purchaser its records for use under this Section 21 10.22 shall be an on-going condition to Closing for Purchaser’s benefit until Closing. EAST\116250601.1 32.

Rule 3-14 Compliance. Seller shall on or up to shall, within forty-five (45) days after Closing Closing, provide to Purchaser (at Purchaser’s expenseexpense and without cost or liability to Seller, its equity holders, directors, officers, property manager, accountants or other affiliates) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, necessary as may be reasonably requested by Purchaser to enable facilitate Purchaser's auditor to conduct an ’s audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of period from January 1, 2018 through the year Closing Date. The information may be in the format in which Seller has maintained such information and only need be provided after the Closing occurs plus Date if it has not been previously provided to Purchaser or located at the one (1) immediately preceding calendar yearProperty. Purchaser shall be responsible for the prompt payment and reimbursement (during the post-Closing reconciliation period) of all out-of-pocket costs and expenses associated with this audit (including the out-of-pocket costs and expenses of Seller, its property manager and accountants) and the reasonable costs of all personnel required to participate in this audit. Seller shall For up to forty-five (45) days after the Closing Date, Seller agrees that it shall, and shall cause its property manager and accountants to, reasonably cooperate (at no cost or liability to Seller, its equity holders, directors, officers, property manager, accountants or other affiliates) with Purchaser’s auditor in the conduct of such audit, EAST\116250601.1 31 which will include including but not limited to responding to reasonable verbal requests for information regarding internal controls and follow-up questions on the financial information provided to the Purchaser. In addition, on or up to forty-five days after Closing, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall on or within forty-five (45) days of Closing provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall on or before Closing furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller shall maintain its records for use under this Section 21 11.24 for a period of not less than ninety (90) days after the Closing Date. The provisions of this Section shall survive Closing for a period of ninety (90) days. Seller’s obligation to deliver to Purchaser its records for use under this Section 21 shall be an on-going condition to Closing for , except however that the Purchaser’s benefit payment obligation hereunder shall survive the Closing indefinitely until Closing. EAST\116250601.1 32payment in full has been made.

Rule 3-14 Compliance. Seller shall on or up to forty-five days after Closing provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, necessary to enable Purchaser's ’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the one (1) immediately preceding calendar year. Purchaser shall be responsible for all out-of-pocket costs associated with this auditaudit and Seller’s obligations under this Section 8.17. Seller shall up to forty-five days after the Closing reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit, EAST\116250601.1 31 which will include responding to verbal requests for information regarding internal controls and follow-up questions on the financial information provided to the Purchaser. In addition, on or up to forty-five days after Closing, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall on or within forty-five (45) days of Closing provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall on or before Closing furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller shall maintain its records for use under this Section 21 8.17 for a period of not less than ninety (90) days after the Closing Date. The foregoing provisions of this Section shall survive Closing for a period of ninety (90) days. Seller’s obligation to deliver to Purchaser its records for use under this Section 21 8.17 shall be an on-going condition to Closing for Purchaser’s benefit until Closing. EAST\116250601.1 32Notwithstanding anything to the contrary in this Section 8.17, (a) Seller’s obligations under this Section 8.17 shall be limited to providing information and documentation in Seller’s possession and/or control at the time of the request (and without any obligation to generate, reformat or compile any such information or documentation); and (b) Seller shall have no liability whatsoever for any differences between (i) the materials provided by Seller and (ii) the results of Purchaser’s review and/or Purchaser’s audit. The preceding sentence of this Section 8.17 shall survive Closing indefinitely. [Signature Page Follows] The parties have executed this Agreement as of the date first above written. DALLAS SANTA XXXX-476, INC., as Trustee of SANTA XXXX REALTY TRUST By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx, Vice President RRE OPPORTUNITY OP II, LP, a Delaware limited partnership By: Resource Real Estate Opportunity REIT II, Inc., its general partner By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Executive Officer COMMONWEALTH TITLE OF DALLAS, INC. For the sole purpose of agreeing to be bound by Section 1.3(b) herein. By: Name: Title: EXHIBIT A LEGAL DESCRIPTION BEING a description of a 19.033 acre tract of land situated in the S.A & M.G.RR. Survey Abstract No. 1450 and the B.B.B. & C.R.R., Survey Abstract No. 196, in the City of Irving, Dallas County, Texas and being all of Xxx 0 xx Xxxxx X xx Xxxxxxxx Xxx Xxxxxxx XXX an Addition to the City of Irving as shown on the Plat recorded in Volume 86013 at Page 2358 of the Map Records of Dallas County, Texas. Said Lot 1 being more fully described as follows: BEGINNING at a 1/2-inch steel rod with a red plastic cap set for corner at the North end of a curving corner clip located at the intersection of the East right-of-way line of Ridgepoint Drive (a 60 foot wide right-of-way) with the South right-of-way line of Royal Lane (a 57 foot wide right-of-way at this point), and being the beginning of a non-tangent curve to the left having a central angle of 07 deg, 49 min. 11 sec., a radius distance of 1,174.42 feet, a chord distance of 160.16 feet and a chord bearing of North 65 deg. 37 min. 31 sec. East; THENCE departing said corner clip and Easterly along said South right-of-way line and said non-tangent curve to the left, an arc distance of 160.28 feet to a 1/2-inch steel rod set for corner; THENCE North 61 deg. 25 min. 59 sec. East, continuing along said South line, a distance of 312.67 feet to a 1/2-inch steel rod set for corner at the beginning of a non-tangent curve to the right having a central angle of 90 deg. 00 min. 14 sec, a radius distance of 661.20 feet, a chord distance of 935.11 feet and a chord bearing of South 73 deg. 28 min. 57 sec. East; THENCE Easterly along said curve to the right and continuing along said South right-of-way line, an arc distance of 1,038.65 feet to a chiseled “X” set for corner and being the most Northerly common corner between said Xxx 0 xxx Xxxxxxx Xxxxxxx Xx. 0 an Addition to the City of Irving as shown on the Plat recorded in Volume 86227 at Page 2802 of the Map Records of Dallas County, Texas; Thence along the common lines between said Xxx 0 xxx xxxx Xxxxxxx Xxxxxxx Xx. 0 the following: South 61 deg. 31 min. 28 sec. West, departing said South right-of-way line, a distance of 175.63 feet to a chiseled “X” set on a concrete curb for corner, and being the beginning of a non-tangent curve to the left having a central angle of 41 deg. 51 min. 48 sec, a radius distance of 350.00 feet, a chord distance of 267.11 feet and a chord bearing of South 39 deg. 02 min. 55 sec. West; Southerly along said curve to the left an arc distance of 274.05 feet to a 1/2-inch steel rod set for corner; South 58 deg. 46 min. 40 sec. East, a distance of 140.32 feet to a 1/2-inch steel rod set for corner at the beginning of a non-tangent curve to the right having a central angle of 58 deg. 39 min. 12 sec, a radius distance of 100.20 feet, a chord distance of 98.15 feet, and a chord bearing of South 29 deg. 47 min. 59 sec East; Southerly along said curve to the right an arc distance of 102.57 feet to a chiseled “X” found in concrete for corner; South 88 deg. 21 min. 42 sec. West, a distance of 20.33 feet to a 1/2-inch steel rod set for corner; South 01 deg. 05 min. 02 sec. East, a distance of 9.84 feet to a 1/2-inch steel rod set for corner, and being also a Northeast corner of a tract of land conveyed to Las Colinas Land Limited Partnership as described in a Deed recorded in Volume 89178 at Page 3877 of the Deed Records of Dallas County, Texas; THENCE North 89 deg. 42 min. 17 sec. West, departing said Village Colinas No. 1 and along a common line between said Lot 1 and said Limited Partnership Tract, a distance of 1,114.51 feet to a 1/2-inch steel rod set for corner; THENCE North 37 deg. 05 min. 58 sec West, continuing along the Southwest line of said Lot 1, a distance of 191.65 feet to a 1/2-inch steel rod found for corner on the previously said East right-of-way line of Ridgepoint Drive, and being on a curve to the left having a central angle of 42 deg. 41 min. 38 sec. a radius distance of 430.00 feet, a chord distance of 313.05 feet, and a chord bearing of North 12 deg. 55 min. 50 sec. East; THENCE Northerly along said curve to the left and said East right-of-way line, an arc distance of 320.41 feet to a 1/2-inch steel rod set for corner; THENCE North 08 deg. 25 min. 17 sec. West, continuing along said East line, a distance of 13.73 feet to a 1/2-inch steel rod set for corner at the beginning of a non-tangent curve to the right having a central angle of 77 deg. 42 min. 00 sec, a radius distance of 30.00 feet, a chord distance of 37.64 feet, and a chord bearing of North 30 deg. 26 min. 03 sec East; THENCE Northeasterly along said curve to the right, an arc distance of 40.68 feet to the POINT OF BEGINNING; and containing 19.033 acres or 829,057 square feet of land, more or less. EXHIBIT B SPECIAL WARRANTY DEED COMMONWEALTH OF MASSACHUSETTS § § KNOW ALL BY THESE PRESENTS: COUNTY OF ___________ § THAT DALLAS SANTA XXXX-476, INC., a Texas corporation, as Trustee of SANTA XXXX REALTY TRUST (“Grantor”), for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration to Grantor paid by [A TO BE FORMED LLC], a Delaware limited liability company (“Grantee”), whose address is ______________________________, the receipt and sufficiency of which are hereby acknowledged, has, subject to the matters hereinafter stated, granted, sold and conveyed and by these presents does hereby grant, sell and convey unto Grantee that certain real property in Dallas County, Texas, more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all improvements located thereon in “AS IS” condition, WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, except for the warranty of title as hereinafter expressly provided (such real property and improvements being herein collectively called the “Property”). This conveyance is expressly made subject to those matters set forth in Exhibit B attached hereto and incorporated herein by reference, but only to the extent the same are valid and subsisting and affect the Property or designated portions thereof (collectively, the “Permitted Exceptions”). TO HAVE AND TO HOLD the Property, together with all and singular benefits, privileges, easements, tenements, hereditaments, appurtenances, development rights, air rights and rights of way thereon or thereto in anywise belonging, subject to the Permitted Exceptions, unto Grantee, Grantee’s successors and assigns, forever; and Grantor does hereby bind itself and its successors to warrant and forever defend all and singular the Property, subject to the Permitted Exceptions, unto Grantee, Grantee’s successors and assigns, against every person whomsoever lawfully claiming, or to claim the same, or any part thereof, by, through or under Grantor, but not otherwise.

Rule 3-14 Compliance. Seller shall shall, on or up to forty-five (45) days after Closing Closing, provide to Purchaser (at Purchaser’s expenseexpense and without liability to Seller, its equity holders, directors, officers, property manager, accountants or other affiliates) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, as may be reasonably requested by Purchaser, in each case to the extent reasonably necessary to enable facilitate Purchaser's ’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the one (1) immediately preceding calendar yearyear in the format that Seller has maintained such information and to the extent not previously provided to Purchaser or located at the Property. Purchaser shall be responsible for the prompt payment and reimbursement (during the post-Closing reconciliation period) of all out-of-pocket costs and expenses associated with this audit (including the out-of-pocket costs and expenses of Seller, its property manager and accountants) and the reasonable costs of all personnel required to participate in this audit. Seller shall up to forty-five (45) days after the Closing reasonably cooperate (at no cost or liability to Seller, its equity holders, directors, officers, property manager, accountants or other affiliates) with Purchaser’s auditor in the conduct of such audit, EAST\116250601.1 31 which will include responding to reasonable verbal requests for information regarding internal controls and follow-up questions on the financial information provided to the Purchaser. In addition, on or up to forty-five days after Closing, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall on or within forty-five (45) days of Closing provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall on or before Closing furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller shall maintain its records for use under this Section 21 16.22 for a period of not less than ninety seventy-five (9075) days after the Closing Date. The provisions of this Section shall survive Closing for a period of ninety seventy-five (9075) days, except however that the Purchaser’s payment obligation hereunder shall survive any termination of this Agreement, or if applicable, the Closing indefinitely until payment in full has been made. If Purchaser terminates this Agreement prior to Closing and is entitled to a reimbursement of some or all of the Deposit, as applicable on the terms of this Agreement, then, notwithstanding anything in this Agreement to the contrary, any amounts owed by Purchaser under this Section 16.22, including in particular any fees charged by Seller’s auditor, Hood & Strong and Seller’s accountant, Mengali Accountancy (collectively, the “Rule 3-14 Reimbursements”), shall be deducted from any portion of the Deposit refundable to Purchaser under the terms of this Agreement, and such amounts comprising the Rule 3-14 Reimbursements, shall be released by the Escrow Agent to Seller instead. Notwithstanding anything hereinabove to the contrary, Purchaser shall satisfy itself prior to the expiration of the Investigation Period as to the availability of the information required by Purchaser for its audit purposes under this Section 16.22 and whilst Seller shall make reasonable efforts to provide Purchaser with the information it requires, Seller shall have no liability whatsoever to Purchaser hereunder and it shall not be a default by Seller if Purchaser determines that the information provided to it is insufficient for its reporting purposes. Seller’s obligation primary contact person for purposes of this Section 16.22 shall be Xxxxxxxx Xxxxxx (phone: (000) 000-0000; email: xxxxxxx@xxxxxxx.xxx) and Seller shall be entitled to deliver to Purchaser its records charge a reasonable fee for use time spent by Xx. Xxxxxx in addressing Purchaser’s requirements under this Section 21 shall be an on-going condition to Closing for Purchaser’s benefit until Closing. EAST\116250601.1 3216.22.

Rule 3-14 Compliance. Seller shall shall, on or up to forty-five (45) days after Closing Closing, provide to Purchaser (at Purchaser’s expenseexpense and without liability to Seller, its equity holders, directors, officers, property manager, accountants or other affiliates) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, as may be reasonably requested by Purchaser, in each case to the extent reasonably necessary to enable facilitate Purchaser's ’s auditor to conduct an audit, in accordance with Rule 3-14 of Securities and Exchange Commission Regulation S-X, of the income statements of the Property for the year to date of the year in which Closing occurs plus the one (1) immediately preceding calendar yearyear in the format that Seller has maintained such information and to the extent not previously provided to Purchaser or located at the Property. Purchaser shall be responsible for the prompt payment and reimbursement (during the post-Closing reconciliation period) of all out-of-pocket costs and expenses associated with this audit (including the out-of-pocket costs and expenses of Seller, its property manager and accountants) and the reasonable costs of all personnel required to participate in this audit. Seller shall up to forty-five (45) days after the Closing reasonably cooperate (at no cost or liability to Seller, its equity holders, directors, officers, property manager, accountants or other affiliates) with Purchaser’s auditor in the conduct of such audit, EAST\116250601.1 31 which will include responding to reasonable verbal requests for information regarding internal controls and follow-up questions on the financial information provided to the Purchaser. In addition, on or up to forty-five days after Closing, Seller agrees to provide to Purchaser or any affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property, including (without limitation) income and balance sheet data for the Property. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall on or within forty-five (45) days of Closing provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall on or before Closing furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority. Seller shall maintain its records for use under this Section 21 16.22 for a period of not less than ninety seventy-five (9075) days after the Closing Date. The provisions of this Section shall survive Closing for a period of ninety seventy-five (9075) days, except however that the Purchaser’s payment obligation hereunder shall survive any termination of this Agreement, or if applicable, the Closing indefinitely until payment in full has been made. Seller’s obligation If Purchaser terminates this Agreement prior to deliver Closing and is entitled to a reimbursement of some or all of the Deposit, as applicable on the terms of this Agreement, then, notwithstanding anything in this Agreement to the contrary, any amounts owed by Purchaser its records for use under this Section 21 16.22, including in particular any fees charged by Seller’s auditor, Hood & Strong and Seller’s accountant, Mengali Accountancy (collectively, the “Rule 3-14 Reimbursements”), shall be an ondeducted from any portion of the Deposit refundable to Purchaser under the terms of this Agreement, and such amounts comprising the Rule 3-going condition 14 Reimbursements, shall be released by the Escrow Agent to Closing Seller instead. Notwithstanding anything hereinabove to the contrary, Purchaser shall satisfy itself prior to the expiration of the Investigation Period as to the availability of the information required by Purchaser for Purchaser’s benefit until Closing. EAST\116250601.1 32its audit purposes under this Section 16.22 and whilst Seller shall make reasonable efforts to provide Purchaser with the information it requires, Seller shall have no liability whatsoever to Purchaser hereunder and it shall not be a default by Seller if Purchaser determines that the information provided to it is insufficient for its reporting purposes.