AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. Upon Purchaser’s request, for a period of two (2) years after Closing, Seller shall (i) make its records (financial or otherwise) maintained in connection with the ownership and operation of Seller’s interest in the Project (the “Records”) available to Purchaser for inspection, copying and audit by Purchaser’s designated accountants. Without limitation of the foregoing in this Section 7, Seller agrees to abide by the terms of Exhibit D attached hereto. At any time within two (2) years after the Closing, Seller further agrees to provide to Purchaser’s designated independent auditor, upon request of Purchaser or such auditor: (a) access (to the same extent to which Purchaser would be entitled to such access) to the books and records of the Project and all related information (including the information listed on Exhibit D) regarding the period for which Purchaser is required to have the Project audited under the regulations of the Securities and Exchange Commission, and (b) a representation letter delivered by each managing agent of the Project regarding the books and records of the Project, in substantially the form as attached hereto as Exhibit E.
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Sources: Membership Interest Purchase Agreement (Pacific Office Properties Trust, Inc.), Membership Interest Purchase Agreement (Pacific Office Properties Trust, Inc.)