AND EXPLANATION OF ANY MATERIAL PROVIDED
HEREUNDER; PROVIDED THAT THE PARTY REQUESTING ASSISTANCE SHALL PAY THE
REASONABLE OUT-OR-POCKET EXPENSES INCURRED BY THE PARTY PROVIDING SUCH
ASSISTANCE; AND PROVIDED FURTHER THAT NO PARTY SHALL BE REQUIRED TO PROVIDE
ASSISTANCE AT TIMES OR IN AMOUNTS THAT WOULD INTERFERE UNREASONABLY WITH THE
BUSINESS AND OPERATIONS OF SUCH PARTY.
PURCHASER AGREES TO RETAIN ALL BOOKS AND
RECORDS, WITH RESPECT TO TAX MATTERS PERTINENT TO PROJECT OWNER AND 128VOSS
RELATING TO ANY PRE-CLOSING DATE PERIODS, AND TO ANY TAX PERIODS BEGINNING
BEFORE THE CLOSING DATE AND ENDING AFTER THE CLOSING DATE, UNTIL THE EXPIRATION
OF ANY APPLICABLE STATUTE OF LIMITATIONS OR EXTENSIONS THEREOF.
(D)
AT LEAST TEN (10) DAYS PRIOR TO THE CLOSING
DATE, PURCHASER SHALL SUBMIT A WRITTEN SCHEDULE THAT SETS FORTH PURCHASER'S
PROPOSED ALLOCATION OF THE PURCHASE PRICE, IN RELATIVE PERCENTAGES FOR EACH TYPE
OF ASSET BEING ACQUIRED, WHICH SCHEDULE SHALL BE DELIVERED TO SELLER FOR
SELLER'S CONSENT THERETO, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
IF
SELLER OBJECTS TO PURCHASER'S WRITTEN SCHEDULE, PURCHASER AND SELLER SHALL USE
REASONABLE EFFORTS TO CREATE A WRITTEN SCHEDULE IN A FORM MUTUALLY AGREEABLE TO
BOTH PARTIES.
PRIOR TO THE CLOSING DATE, PURCHASER SHALL PREPARE INTERNAL
REVENUE SERVICE FORM 8594, ASSET ACQUISITION STATEMENT UNDER SECTION 1060 ("FORM
8594"), IN CONFORMITY WITH THE WRITTEN SCHEDULE AS DETERMINED IN ACCORDANCE WITH
THIS SECTION.
PURCHASER AND SELLER SHALL ATTACH SUCH FORM 8594 TO THEIR
RESPECTIVE TAX RETURNS FOR THE APPLICABLE TAX YEAR, AND TO THE EXTENT THAT THE
PURCHASE PRICE IS ADJUSTED, CONSISTENTLY REVISE AND AMEND THE ALLOCATION
SCHEDULE AND FORM 8594 AS NECESSARY.
THE ALLOCATION DERIVED PURSUANT TO THIS
SECTION SHALL BE BINDING ON PURCHASER AND SELLER FOR ALL TAX REPORTING PURPOSES
AND NEITHER PURCHASER NOR SELLER (OR ANY OF THEIR RESPECTIVE AFFILIATES) SHALL
TAKE ANY POSITION (WHETHER IN TAX RETURNS, TAX AUDITS, OR OTHER ADMINISTRATIVE
OR COURT PROCEEDINGS WITH RESPECT TO TAXES) THAT IS INCONSISTENT WITH SUCH
ALLOCATION UNLESS REQUIRED TO DO SO BY APPLICABLE LAW.
4.8
AUDIT.
PURCHASER HAS ADVISED SELLER THAT
PURCHASER MUST CAUSE TO BE PREPARED UP TO THREE (3) YEARS OF AUDITED FINANCIAL
STATEMENTS IN RESPECT OF THE PROPERTY IN COMPLIANCE WITH THE POLICIES OF
PURCHASER AND CERTAIN LAWS AND REGULATIONS, INCLUDING, WITHOUT LIMITATION,
SECURITIES AND EXCHANGE COMMISSION REGULATION S-X. SELLER AGREES TO USE
REASONABLE EFFORTS TO COOPERATE WITH PURCHASER'S AUDITORS IN THE PREPARATION OF
SUCH AUDITED FINANCIAL STATEMENTS (IT BEING UNDERSTOOD AND AGREED THAT THE
FOREGOING COVENANT SHALL SURVIVE THE CLOSING). WITHOUT LIMITING THE GENERALITY
OF THE PRECEDING SENTENCE (I) SELLER SHALL, DURING NORMAL BUSINESS HOURS, ALLOW
PURCHASER'S AUDITORS REASONABLE ACCESS TO SUCH BOOKS AND RECORDS MAINTAINED BY
SELLER (AND SELLER'S MANAGER OF THE PROPERTY) IN RESPECT OF THE PROPERTY AS
NECESSARY TO PREPARE SUCH AUDITED FINANCIAL STATEMENTS; (II) SELLER SHALL USE
REASONABLE EFFORTS TO PROVIDE TO PURCHASER SUCH FINANCIAL INFORMATION AND
SUPPORTING DOCUMENTATION IN THE POSSESSION OF SELLER OR AS ARE NECESSARY FOR
PURCHASER'S AUDITORS TO PREPARE AUDITED FINANCIAL STATEMENTS; (III) IF PURCHASER
OR ITS AUDITORS REQUIRE ANY INFORMATION THAT IS IN