Common use of AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER Clause in Contracts

AVAILABILITY OF RECORDS; AUDIT REPRESENTATION LETTER. Upon Acquiror’s or Subsidiary’s request, for a period of two years after Closing, Contributor shall (i) make the Records available to Acquiror or Subsidiary, as applicable, for inspection, copying and audit by Acquiror’s designated accountants; and (ii) cooperate with Acquiror or Subsidiary, as applicable (without any third party expense to Contributor) in obtaining any and all permits, licenses, authorizations, and other Governmental Approvals necessary for the operation of the Project. At any time within two years after the Closing, Contributor further agrees to provide to the Acquiror’s designated independent auditor, upon request of Acquiror or such auditor: (x) access (to the same extent to which Acquiror would be entitled to such access) to the financial data books and records of the Project and all related information (including the information listed on EXHIBIT G) regarding the period for which Acquiror is required to have the Project audited under the regulations of the SEC, and (y) 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 I.