The Partnership and the Seller shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Purchased Entity, the Indirect Purchased Entities, the Properties or the CIT Business, and each party shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 6.19.  In addition, the Partnership and the Seller agree to maintain or arrange for the maintenance of all records necessary to comply with this Section 6.19 for a period of five (5) years from the Closing Date (or such longer period as may be reasonably requested in writing by the Partnership or the Seller), and each party agrees to afford the other reasonable access to such records during normal business hours.