Common use of Annual Statements Clause in Contracts

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable any Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) within 90 days after the end of each calendar year of their respective fiscal yearsthe Company and each Qualified Lessee (other than a Consolidated Qualified Lessee), as applicable, duplicate copies of (i) balance sheets of such Person and its Subsidiaries on a copy consolidated basis as at the end of such year; and (ii) statements of income, profit and loss statements and cash flow statements for such Person and its Subsidiaries on a consolidated basis for such year, setting forth in each case in comparative form the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee figures for the preceding fiscal previous calendar year, certified and audited byall in reasonable detail, prepared in accordance with GAAP, and with the unqualified accompanied by (A) an opinion of, thereon of Ernst & Young LLP or another independent certified public accountants acceptable to the Lessor and certified as true and correct accounting firm of nationally recognized standing selected by the Company or such Qualified Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for “Approved Accountant”), which opinion shall state that such financial statements present fairly, in all material respects, the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as financial position of the last day companies being reported upon and their results of such fiscal year operations and a statement cash flows and have been prepared in conformity with GAAP, and that the examination of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred Approved Accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the operation circumstances, and (B) a certificate of the Leased Property); (ii) separate statements, certified as true Approved Accountants stating that they have reviewed this Agreement and correct by the Lessee and each Sublessee, stating further whether, to the best in making their audit, they have become aware of the signer's knowledge and belief after making due inquiryany condition or event that then constitutes a Default or an Event of Default (or, the Lessee or such Sublessee, as in the case may beof a Qualified Lessee, any default or event of default under the Lease under which such Qualified Lessee is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents a lessee), and, if sothey are aware that any such condition or event then exists, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management period of the Lessee existence thereof (it being understood that the Approved Accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default (or, in the case of a Qualified Lessee, any default or event of default under the applicable Sublessee, as Lease) unless the case may be, regarding the existence of any reportable conditions Approved Accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of did not make such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.an audit);

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Guarantor, any Manager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable conditions or material weaknesses and weaknesses; (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such the Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor; and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the LessorAnnual Facility Upgrade Expenditure, provided, however, that no such evidence shall be required to be submitted until the fourth Lease Year with respect to that portion of the Leased Property comprised only of the Project.

Annual Statements. Within ninety (90) promptly after the same are available, and in any event within 90 days after the end of each fiscal year of their respective fiscal yearsthe Company (or, to the extent the Company is a reporting company under the Securities Act, such shorter period as shall be required under the applicable rules of the Securities and Exchange Commission for the filing of its annual report on Form 10-K), duplicate copies of (i) a copy consolidated and consolidating balance sheets of the Consolidated Financials Company and its consolidated Subsidiaries as at the end of such year, and (ii) consolidated and consolidating statements of operations and stockholders’ equity and of cash flows of the Company and its consolidated Subsidiaries for such year, setting forth in each of (x) case in comparative form the Lessee and (y) any Sublessee figures for the preceding previous fiscal year, certified all in reasonable detail, prepared in accordance with GAAP, and audited accompanied by, in respect of such financial statements of the Company and with the unqualified its consolidated Subsidiaries: (A) an opinion ofthereon of BDO ▇▇▇▇▇▇▇, LLP or any other independent certified public accountants of nationally recognized standing reasonably acceptable to the Lessor Required Holders, which opinion shall not contain any qualification arising out of the scope of the audit and certified as true and correct by the Lessee or the applicable Sublesseeshall state that such financial statements present fairly, as the case may be (and, without limiting anything else contained hereinin all material respects, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as financial position of the last day companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the operation circumstances, (B) an executive summary of the Leased Property)management letter prepared by such accountants; (ii) separate statementsprovided, certified as true however, that if a Default or Event of Default shall have occurred and correct by shall be continuing, the Lessee full text of such management letter shall be provided to MetLife and each Sublesseeholder of Notes that is an Institutional Investor, and (C) a certificate of such accountants stating whether, whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the best of the signer's knowledge and belief after making due inquiry, the Lessee extent required by accounting rules or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.guidelines);

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal yearsyears or such earlier period as may be required under the HUD Regulatory Agreement or any other HUD Financing Document, (i) a copy of the unaudited Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; and (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases (excluding Resident Agreements) as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) days As soon as practicable after the end of each fiscal year of their respective fiscal yearsthe Borrower, and in any event no later than 90 days thereafter, duplicate copies of: (i) a copy balance sheet of the Consolidated Financials for each Borrower as at the end of (x) the Lessee and (y) any Sublessee for the preceding such fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be and (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and ii) a statement of earnings from income of the Leased Property Borrower for such fiscal year showingyear, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy statement of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management changes in cash flows of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and Borrower during such fiscal year, (iv) a statement of material changes of accounting policies, presentations or principles during such fiscal year, and (v) notes to such financial statements. Each of the above shall have been prepared (as an unaudited compilation) by an independent certified public accounting firm, selected by the Borrower and acceptable to the Administrative Agent, in reasonable detail and shall set forth, in each case, in comparative form the figures for the previous fiscal year, and shall be certified as true complete and correct by the Lessee setting forth all Subleases as chief financial officer of the last day Borrower. The Borrower shall also deliver to the Administrative Agent with the above financial statements a report, certified as complete and correct by the chief financial officer of the Borrower, showing all sales and cancellations made in respect of Quartershare Interests, Residential Units and Commercial Units at each of the Projects for the fiscal year of the Borrower then most recently ended and in respect of which said financial statements shall have been prepared. The above financial statements shall be accompanied by a certificate of the chief financial officer of the Borrower, which certificate shall be acceptable to the Administrative Agent and shall, without qualification, state that such financial statements fairly present the financial condition of the Borrower and have been prepared consistently with past practices. In the event that the aforesaid annual financial statements are not in form and content satisfactory to the Required Lenders, in their sole determination, the Borrower shall, within 90 days of the receipt of the Administrative Agent's written request therefor, deliver to the Administrative Agent duplicate copies of the aforesaid financial statements together with an unqualified opinion thereon of an independent certified public accounting firm, selected by the Borrower and satisfactory to the Administrative Agent, which opinion shall state that such financial statements present fairly the financial condition of the Borrower, have been prepared in accordance with generally accepted accounting principles, procedures and practices consistently applied (except for changes in application in which such accountants concur) and that the examination of such fiscal yearfinancial statements by such accountants has been made in accordance with generally accepted auditing standards, the respective areas demised thereunder, the names and accordingly included such tests of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, accounting records and such other information pertaining auditing procedures as were considered necessary in the circumstances. The aforesaid audited financial statements shall be in form and content satisfactory to the Administrative Agent. If the amount shown on Borrower's aforesaid unaudited statement of income for "total operating income," as such Subleases term is defined in accordance with generally accepted accounting principles, does not vary by more than 5% from the amount shown on Borrower's aforesaid unqualified audited statement of income for "total operating income" and if the amount shown on Borrower's aforesaid unaudited statement of income for "net operating income," as may be reasonably requested such term is defined in accordance with generally accepted accounting principles, does not vary by more than 5% from the Lessoramount shown on Borrower's aforesaid unqualified audited statement of income for "net operating income," the Lenders shall bear, in accordance with their Pro Rata Shares, the cost and expense of the certified public accounting firm utilized to deliver the aforesaid audited financial statements and accountancy opinion; otherwise, the Borrower shall bear all such costs and expenses.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee (other than Deaconess) for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property (other than Deaconess) as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublesseeany Sublessee (other than Deaconess), as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within Grantor will furnish Beneficiary with the following financial statements and information, all of which reports will be in hard copy and electronic format: (a) within forty-five (45) days after the end of each calendar quarter, an unaudited balance sheet and a statement of revenues and expenses for such quarter and year-to-date; (b) within ninety (90) days after the end of each of their respective fiscal yearscalendar year, (ia) a copy of the Consolidated Financials for each of (x) the Lessee reviewed balance sheet and (yb) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from revenues and expenses for the Leased Real Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statementsGrantor, certified as true and correct by the Lessee chief financial officer of the general partner of Grantor; (c) Within one hundred twenty (120) days after the end of each calendar year, annual capital expenditure summaries for the Real Property; and (d) Such other financial information as Beneficiary may reasonably request in writing. In addition to the regularly scheduled reports required above, Grantor agrees to provide Beneficiary within five (5) Business Days after a written request therefor, a balance sheet and each Sublesseeyear-to-date operating statements for the Real Property certified by the chief financial officer of the general partner of Grantor. Grantor also agrees to reasonably cooperate with Beneficiary and Beneficiary’s loan servicer in providing information and access to the Real Property in connection with the annual inspection of the Real Property, stating whetheror such other inspections as Beneficiary may reasonably require. Notwithstanding the provisions of subsections (a) and (b) above, Beneficiary agrees that subsection (b) above shall be waived by Beneficiary, provided that Beneficiary shall retain the right, in its sole discretion and any time and from time to reinstate the requirements of subsection (b) by written notice to Grantor, effective upon receipt by Grantor of such notice. Grantor acknowledges that Beneficiary may sell, transfer or assign the Loan, or any interest therein (whether by sale of the entire Loan, the issuance of participation certificates in private unrated transactions, or in connection with a securitization of the Loan individually or as part of a pool of loans in a public or private rated transaction, or otherwise). In connection therewith, Grantor agrees that Beneficiary shall be entitled to disclose, as Beneficiary may deem necessary or desirable, to any and all investors, purchasers, transferees, servicers, participants, investors, rating agencies or organizations maintaining databases on the best underwriting and performance of commercial mortgage loans, all documents and information which Beneficiary has or may hereafter acquire relating to the signer's knowledge and belief after making due inquiryLoan, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease whether furnished by Grantor or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof guarantor or indemnitor. If Grantor omits to prepare and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of deliver promptly any reportable conditions or material weaknesses and (iv) a statement certified as true and correct report required by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for thereinthis Section, and such failure continues for thirty (30) days after written notice thereof, Beneficiary may elect, in addition to exercising any remedy for an Event of Default as provided for in this Deed of Trust, to make an audit of all books and records of Grantor and its beneficial owners (but excluding Highland Hospitality Corporation), including their bank accounts, which in any way pertain to the Security, and to prepare the statement or statements which Grantor failed to procure and deliver. Such audit shall be made and such statements shall be prepared by an independent certified public accountant to be selected by Beneficiary. Grantor shall pay all expenses of the audit and other services, which expenses shall be secured hereby as part of the Indebtedness and shall be immediately due and payable with interest thereon at the Default Rate. Beneficiary shall afford any information pertaining received pursuant to this Section 34 the same degree of confidentiality that Beneficiary affords similar information proprietary to Beneficiary; provided, however, that Beneficiary does not in any way warrant or represent that such Subleases information received from Grantor will remain confidential, and, provided further, that Beneficiary shall have the unconditional right to disclose, as may be reasonably requested by necessary, any such information in the Lessorevent Beneficiary sells, transfers, conveys, or assigns this Deed of Trust or any portion of the Indebtedness.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Guarantor, any Manager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable conditions or material weaknesses and weaknesses; (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised 50 thereunder, the names of the Sublessees thereunder, the respective expiration dates of such the Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor; and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the LessorAnnual Facility Upgrade Expenditure, provided, however, that no such evidence shall be required to be submitted until the fourth Lease Year.

Annual Statements. Within Grantor shall, within ninety (90) days after the end of each fiscal year of their respective fiscal yearsGrantor, deliver to Beneficiary (ia) a copy of the Consolidated Financials for each of (x) the Lessee annual statements audited and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, by an independent certified public accountants acceptable accountant reasonably satisfactory to the Lessor Beneficiary and certified as true and correct by the Lessee or the applicable Sublesseeprepared in accordance with generally accepted accounting principles, as the case may be showing in detail (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include l) a detailed balance sheet for Leased Property the Security as of the last day of such fiscal year and year, (2) a statement of earnings from the Leased Property Security for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); Security, (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii3) a copy of all letters from cash flow statement for the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses Security; and (ivb) a statement certified as true and correct signed by Grantor listing all leases of space in the Lessee setting forth all Subleases Improvements as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereundertenants, the respective expiration dates of such Subleasesthe leases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may reasonably be reasonably requested by Beneficiary. Notwithstanding anything herein to the Lessorcontrary, for so long as title to the Real Property remains with Grantor and there is no uncured default for which notice is not required, nor any other uncured default for which notice has been previously given under any of the Loan Documents, then in lieu of the opinion from certified public accountants, Beneficiary will accept financial statements containing the information set forth in the preceding paragraph, in form and substance satisfactory to Beneficiary signed by Grantor's chief financial officer or authorized general partner. If Grantor omits to prepare and deliver promptly any report required by this Section, Beneficiary may elect, in addition to exercising any remedy for Beneficiary shall afford any information received pursuant to this Section the same degree of confidentiality that Beneficiary affords similar information proprietary to Beneficiary; provided, however, that Beneficiary does not in any way warrant or represent that such information received from Grantor will remain confidential, and, provided further, that Beneficiary shall have the unconditional right to disclose, as necessary, any such information in the event Beneficiary sells, transfers, conveys, or assigns the Deed of Trust or any portion of the Indebtedness.

Annual Statements. Within ninety (90) 120 days after following the end of each fiscal year of their respective the Borrower, or such shorter delay as may be required by any applicable securities exchange or commission: (a) the Annual Report to the shareholders of the Borrower containing the audited consolidated financial statements of the Borrower as at the end of such year and the Annual Information Form of the Borrower as filed with the Quebec and Ontario securities commissions (provided that the Annual Information Form may be provided 140 days following the end of each fiscal yearsyear) and any more detailed financial statements filed with any other securities commissions from time to time (the "Annual Report"); (b) the unaudited consolidated balance sheet of the Restricted Group as at the end of such year and the related consolidated statements of earnings and cash flows, prepared otherwise in accordance with GAAP, for such fiscal year, together with comparative figures for the immediately preceding year; (c) a reconciliation of, or an explanation of the differences between, the consolidated financial statements of the Borrower and those of the Restricted Group; a Compliance Certificate; (e) a report of the chief financial officer of the Borrower setting out (i) a copy the amounts, origins and application of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of all Net Proceeds arising during such fiscal year and a statement of earnings from cumulatively during the Leased Property for such fiscal year showinglast 12 months, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublesseeincluding, as the case may be, is the manner in default which any Net Proceeds have been reinvested pursuant to subsection 8.2.1, (ii) the details of all Acquisitions and Customer Contracts having an annual revenue of a minimum of $10,000,000 (in the performance or observance of any of form appearing in the terms of this Lease or any of notes to the other Lease Documents andBorrower's financial statements, if sounless the Lenders require more details, specifying all such defaultsacting reasonably), the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy the details of all letters from Asset Dispositions and Offerings made during such fiscal year and cumulatively during the independent certified accountants engaged to perform the annual audits referred to aboveTerm, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified the details of any dispositions in connection with any Securitization Program and the aggregate amount of all Securitization Programs in place on the relevant date, and (v) as true and correct by at the Lessee setting forth all Subleases as date of any Offering, the amount of the last day of such fiscal yearoutstanding Debt (other than obligations referred to in subsection 1.1.40.6 which are not, in accordance with GAAP, required to be classified as liabilities on the balance sheet, nor noted as contingent liabilities in the notes to the financial statements of, the respective areas demised thereunder, Restricted Group) referred to in subsections 13.6(a) (with particular reference to the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, amounts described in subsections 1.1.93.6 and such other information pertaining to such Subleases as may be reasonably requested by the Lessor1.

Annual Statements. Within ninety (90) days As soon as available, but in any event within the time periods permitted for filing annual reports on Form 10-K by the Commission after the end of each fiscal year of their respective fiscal yearsthe Company, duplicate copies of: (i) a copy an audited consolidated balance sheet of the Consolidated Financials Company as at the end of such year, and (ii) consolidated statements of income or operations, stockholders' equity and cash flows of the Company for such year, in each of (x) case setting forth in comparative form the Lessee and (y) any Sublessee figures for the preceding prior fiscal year, certified all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the companies being reported on and audited bytheir results of operations and cash flows, subject to changes resulting from normal year-end adjustments, and with the unqualified accompanied by: (A) an opinion of, thereon of independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublesseeof recognized national standing, as the case may be which opinion (andi) shall state that such consolidated financial statements present fairly, without limiting anything else contained hereinin all material respects, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as financial position of the last day companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standards in the operation of United States, and that such audit provides a reasonable basis for such opinion in the Leased Property); circumstances, and (ii) separate statementsshall not contain a "going concern" or like qualification, certified as true and correct or any exception or other qualification arising out of the scope of the audit, (B) a written statement by the Lessee and each Sublessee, independent certified public accountants giving the report thereon stating whether, in connection with their audit examination, any condition or event that constitutes a Default or Event of Default with respect to the best covenants contained in Section 5.02 and Section 5.04 of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents Indenture has come to their attention and, if sosuch a condition or event has come to their attention, specifying the nature and period of existence of such condition or event; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Default or Event of Default that would not be disclosed in the course of their audit examination; provided further that if the Company's nationally recognized "big four" accounting firm does not, as a matter of firm policy, provide such statements, no such statement under this clause (B) will be required, and (C) a certificate of the chief financial officer, treasurer or chief executive officer on behalf of the Company stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all such defaultsmaterial respects, the nature thereof financial position of the companies being reported on and their results of operations and income, retained earnings Purchase Agreement and stockholders' equity, and cash flows; provided, however, that if the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed Company is then subject to the management reporting requirements under Section 13 or 15(d) of the Lessee or Exchange Act, the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct delivery by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining Company to such Subleases as may be reasonably requested by Purchaser or such Subsequent Purchaser of an Annual Report on Form 10-K or any successor form within the Lessortime periods above described shall satisfy the requirements of this Section 8.1(b).

Annual Statements. Within ninety (90) days after the end of each ofeach of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (xc) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the ofthe last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) Property separate statements, certified as true and correct by the Lessee, the. Gua:aiitor, any IVlanager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiryinquiiy, Lessee, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged enaaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable conditions or material weaknesses and weaknesses; (iv) a statement certified as true and correct by the Lessee setting forth all Subleases Sub!eases as of the ofthe last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration etpiration dates of such ofthe Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor; and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the LessorAnnual Facility Upgrade E;cpenditure.

Annual Statements. Within ninety one hundred (90100) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and the Guarantor and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee and the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Lessee Guarantor and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and weaknesses, (iv) a statement certified as true and correct by the Lessee setting forth all Subleases (excluding Residence Agreements) as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the LessorAnnual Facility Upgrade Expenditure in accordance with the provisions of Section 11.4.11.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Guarantor, any Manager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms items of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable conditions or material weaknesses and weaknesses; (iv) a statement certified .certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such the Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor; and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the LessorAnnual Facility Upgrade Expenditure.

Annual Statements. Within ninety (90) within 90 days after the end of each calendar year of their respective fiscal yearsthe Company and each Qualified Lessee (other than a Consolidated Qualified Lessee), as applicable, duplicate copies of (i) balance sheets of such Personthe Company and its Subsidiaries on a copy consolidated basis as at the end of such year; and (ii) statements of income, profit and loss statements and cash flow statements for such Personthe Company and its Subsidiaries on a consolidated basis for such year, setting forth in each case in comparative form the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee figures for the preceding fiscal previous calendar year, certified and audited byall in reasonable detail, prepared in accordance with GAAP, and with the unqualified accompanied by (A) an opinion of, thereon of Ernst & Young LLP or another independent certified public accountants acceptable to the Lessor and certified as true and correct accounting firm of nationally recognized standing selected by the Company or such Qualified Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for “Approved Accountant”), which opinion shall state that such financial statements present fairly, in all material respects, the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as financial position of the last day companies being reported upon and their results of such fiscal year operations and a statement cash flows and have been prepared in conformity with GAAP, and that the examination of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred Approved Accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the operation circumstances, and ANNEX A-15 (B) a certificate of the Leased Property); (ii) separate statements, certified as true Approved Accountants stating that they have reviewed this Agreement and correct by the Lessee and each Sublessee, stating further whether, to the best in making their audit, they have become aware of the signer's knowledge and belief after making due inquiryany condition or event that then constitutes a Default or an Event of Default (or, the Lessee or such Sublessee, as in the case may beof a Qualified Lessee, any default or event of default under the Lease under which such Qualified Lessee is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents a lessee), and, if sothey are aware that any such condition or event then exists, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management period of the Lessee existence thereof (it being understood that the Approved Accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default (or, in the case of a Qualified Lessee, any default or event of default under the applicable Sublessee, as Lease) unless the case may be, regarding the existence of any reportable conditions Approved Accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of did not make such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.an audit);

Annual Statements. Within within ninety (90) days after the end of each Fiscal Year of their respective fiscal years, the Company: (i) a copy consolidated balance sheet of the Consolidated Financials Company and its Subsidiaries as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each of (x) case in comparative form the Lessee and (y) any Sublessee figures for the preceding fiscal yearprevious Fiscal Year, certified and audited byall in reasonable detail, prepared in accordance with GAAP, and with the unqualified accompanied: (A) by an opinion of, thereon of independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublesseeof recognized national standing, as the case may be (andstating that such financial statements present fairly, without limiting anything else contained hereinin all material respects, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as financial position of the last day companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the operation circumstances, such opinion shall not contain a disclaimer of opinion, shall not express doubts about the ability of the Leased Property); Company or its Subsidiaries to continue as a going concern, shall not be limited because of a restricted or limited examination by such accountant of any material portion of the Company’s and its consolidated Subsidiaries’ records, or otherwise be subject to a qualification which the Required Noteholders reasonably determine is material and adverse, and (iiB) separate statementsto the extent not reflected or disclosed in such financial statements or the notes thereto, certified as true a detailed report of all Guaranties of the Company and correct the Subsidiary Guarantors, including, without limitation, the aggregate annual payments due under such Guaranties, excluding, in the case of Guaranties of lease obligations, “percentage” rent or other contingent rent and payments made by the Lessee lessee for property taxes, insurance, utilities, common area maintenance charges and each Sublesseethe like; provided, stating whetherhowever, to that the best delivery within the time period specified above of the signer's knowledge Company’s Annual Report on Form 10-K for such Fiscal Year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and belief after making due inquiryfiled with the SEC, together with the Lessee or such Sublesseedetailed report described in clause (B) above, as shall be deemed to satisfy the case may be, is in default in the performance or observance of any of the terms requirements of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.Section 5.1(b);

Annual Statements. (i) Within ninety (90) days after the end close of each of their respective fiscal years, (i) a copy year of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained hereinShelbourne REIT, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as consolidated audited statements of financial condition of the last day Shelbourne REIT and each other Shelbourne Entity as at the end of such fiscal year and a statement the related consolidated statements of income and retained earnings from the Leased Property and statements of changes in financial position for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, in each case, commencing with the respective areas demised thereunderFiscal Year ending December 31, 2002, setting forth comparative figures for the names preceding fiscal year and certified by Deloitte & Touche LLP or other independent certified public accountants of recognized national standing reasonably acceptable to the Agent, in each case together with a report of such accounting firm stating that in the course of its regular audit of the Sublessees thereunder, the respective expiration dates financial statements of such SubleasesParty, which audit was conducted in accordance with GAAP, consistently applied, such accounting firm obtained no knowledge of any Default or Event of Default which has occurred and is continuing or, if in the respective rentals provided for thereinopinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof; such financial statements to include and to be supplemented by such detail and supporting data and schedules as Agent may from time to time reasonably determine; (ii) The Shelbourne REIT, no sooner than ninety (90) days nor later than sixty (60) days prior to the end of each of the Shelbourne REIT's Fiscal Years, shall provide the Agent with (i) an updated and extended business plan which shall go out at least through the end of the then next Fiscal Year and shall include an income statement, balance sheet, and statement of cash flow, by month, each prepared, on a Consolidated basis and consistent with the Shelbourne REIT's then current practices and otherwise in form and substance satisfactory to the Agent, and (ii) a proposed budget respecting anticipated tenant improvement and capital expenditures for the then next Fiscal Year of the Shelbourne REIT and all Collateral Property Owners (the Agent, following the receipt of any of such other information pertaining proposed budget, may, but shall not be under any obligation to, provide its written sign-off on such budget, in which event, such budget shall become the "T/I and Capital Expenditure Budget" so referred to such Subleases as may be reasonably requested by the Lessorherein).

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property)) ; (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance Performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.or

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the unaudited Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and year certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; and (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases (excluding Resident Agreements) as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety one hundred (90100) days after the end of each of their respective fiscal years, (iI) a copy of the Consolidated Financials for each of (xX) the CHC (including supplemental schedules for Lessee and the other CHC Lessees) and (yY) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee CHC or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee CHC shall include a detailed balance sheet for Leased Property the Hawthorn Facilities as of the last day of such fiscal year and a statement of earnings from the Leased Property such properties for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Propertysuch properties); (iiII) separate statements, certified as true and correct by Lessee, the Lessee Guarantors and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, each of the Lessee Guarantors or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iiiIII) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee CHC, Lessee, any other CHC Lessee, any Guarantor or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (ivIV) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (iI) a copy of the Consolidated Financials for each of (xX) the Lessee Lessee, (Y) the Guarantor and (yZ) any Sublessee other Acceptable Licensed Operator for the preceding fiscal year, certified and audited (only with respect to the Guarantor) by, and with the unqualified opinion of, independent certified public accountants from a nationally recognized public accounting firm (it being hereby acknowledged that KPMG Peat Marwick is acceptable to the Lessor for this purpose) and certified as true and correct by the Lessee Lessee, the Guarantor or the applicable SublesseeAcceptable Licensed Operator, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee any other Acceptable Licensed Operator shall include a detailed balance sheet income statement for Leased Property as of the last day of such fiscal year and a an unaudited statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (iiII) separate statements, certified as true and correct by the Lessee Lessee, the Guarantor and each Sublesseeany other Acceptable Licensed Operator, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee Lessee, the Guarantor or such SublesseeAcceptable Licensed Operator, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iiiIII) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee Lessee, the Guarantor or the applicable Sublesseeany other Acceptable Licensed Operator, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (ivIV) a statement certified as true and correct by the Lessee setting forth any and all Subleases (excluding Resident Agreements) as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the LessorLessor and (V) evidence satisfactory to the Lessor that the Lessee has fulfilled its obligation to make the Annual Facility Upgrade Expenditure in accordance with the provisions of Section 8.1.4. Notwithstanding any provisions of this Section 11.2.1 (a) to the contrary, the Lessee may provide the Lessor with Consolidated Financials covering each of the Lessee, the Guarantor and any other Acceptable Licensed Operator in accordance with the aforementioned provisions; provided, however, the Lessee shall provide the Lessor with a separate detailed balance sheet and an unaudited statement of earnings for the Leased Property.

Annual Statements. Within ninety (90) As soon as available, but in any event within 105 days after the end of each of their respective fiscal years, (i) a copy year of the Consolidated Financials Borrower, the balance sheet of the Borrower as at the end of such year and the related statements of income, member's equity and cash flows for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal such year, certified prepared in accordance with GAAP and audited by, and with the unqualified opinion of, by independent certified public accountants acceptable of recognized standing in the United States of America (which requirement may be deemed satisfied by delivery to the Lessor Administrative Agent and each Lender of the Borrower's SEC Form 10-K), which, in either case (actual or deemed delivery), shall be accompanied by actual delivery to the Administrative Agent and each Lender of an opinion thereon of independent certified public accountants of recognized standing in the United States of America, which opinion shall not contain any "going concern" qualification and shall state that such statements present fairly, in all material respects, the financial position of the Borrower, as true reported, and correct its results of operations and cash flows and have been prepared in conformity with GAAP and that the examination of such accounts in connection with such financial statements has been made in accordance with GAAP and that such audit provides a reasonable basis for such opinion; provided, however, that, notwithstanding anything to the contrary in each of Sections 6.1(a)(i) and (ii) above, if at any time that any Obligation is outstanding the Borrower becomes subject to the reporting requirements of the Exchange Act as a reporting issuer, the reference to "60 days" and "105 days" in Sections 6.1(a)(i) and (ii) above, respectively, shall be deemed to be references to such shorter or longer period or such fewer or larger number, if any, of days as is mandated by the Lessee Requirements of Law or the applicable Sublesseeby SEC rulemaking or regulation, or otherwise, as the case may time period by which the Borrower would then be (andrequired to file its annual reports and quarterly reports, without limiting anything else contained hereinrespectively, the Consolidated Financials for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as pursuant to Section 13(a) or 15(d) of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the LessorExchange Act.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable any Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases (excluding Resident Agreements) as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) The Borrowers will furnish to the Lenders as soon as available and in any event within 100 days after the end of each fiscal year, the Consolidated and Consolidating balance sheet and statement of their respective fiscal years, (i) a copy income of each of the Borrowers and their Subsidiaries, respectively, as at the end of such fiscal year and the Consolidated Financials and Consolidating statements of changes in shareholders' equity and cash flows of the Borrowers and their Subsidiaries, respectively, for each of such year (x) the Lessee and (y) any Sublessee all in reasonable detail), together with comparative figures for the preceding fiscal year, certified and audited byyear (computed on a pro forma basis if necessary), and with accompanied by: (i) unqualified reports or certificates of Ernst & Young, L.L.P. (or, if they cease to be auditors of the unqualified opinion ofBorrowers and their Subsidiaries, independent certified public accountants acceptable of recognized standing reasonably satisfactory to the Lessor Lenders), to the effect that they have audited such Consolidated financial statements in accordance with GAAP and certified as true and correct by the Lessee or the applicable Sublesseethat such Consolidated financial statements present fairly, as the case may be (and, without limiting anything else contained hereinin all material respects, the Consolidated Financials financial position of the Persons covered thereby at the dates thereof and the results of their operations for the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred periods covered thereby in connection conformity with the operation of the Leased Property); GAAP; (ii) separate statements, certified as true the statement of such accountants that they have caused this Agreement to be reviewed and correct by that in the Lessee and each Sublessee, stating whether, to the best course of their audit of the signer's Borrowers and their Subsidiaries nothing has come to their attention to lead them to believe that any Default hereunder exists and in particular that they have no knowledge and belief after making due inquiry, the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents andDefault under Section 7.5 or, if sosuch is not the case, specifying all such defaults, Default or possible Default and the nature thereof and thereof, it being understood that the steps being taken examination of such accountants cannot be relied upon to immediately remedy the same; give them knowledge of any such Default except as it relates to accounting or auditing matters; (iii) a copy certificate of all letters from the independent certified accountants engaged to perform Borrowers signed by a Financial Officer substantially in the annual audits referred to above, directed form of Exhibit 7.4.1; (a) to the management effect that such officer has caused this Agreement to be reviewed by the Borrowers and has no knowledge of any Default, or if such officer has such knowledge, specifying such Default and the nature thereof, and what action the Borrowers have taken, are taking or propose to take with respect thereto, (b) stating what changes, if any, have occurred in GAAP since the date of the Lessee or the applicable Sublesseefinancial statements described in Section 8.2, as the case may beand (c) containing a schedule of computations demonstrating, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day close of such fiscal year, compliance with the respective areas demised thereunder, Computation Covenants; and (iv) supplements to Exhibits 8.1 and 8.4 showing any changes in the names of the Sublessees thereunder, the respective expiration dates of information set forth in such Subleases, the respective rentals provided for therein, and Exhibits during such other information pertaining to such Subleases as may be reasonably requested by the Lessorfiscal year.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (iI) a copy of the Consolidated Financials for each of (xX) the Lessee Lessee, (Y) the Guarantor and (yZ) any Sublessee other Acceptable Licensed Operator for the preceding fiscal year, certified and audited (only with respect to the Guarantor) by, and with the unqualified opinion of, independent certified public accountants from a nationally recognized public accounting firm (it being hereby acknowledged that KPMG Peat Marwick is acceptable to the Lessor for this purpose) and certified as true and correct by the Lessee Lessee, the Guarantor or the applicable SublesseeAcceptable Licensed Operator, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee any other Acceptable Licensed Operator shall include a detailed balance sheet income statement for Leased Property as of the last day of such fiscal year and a an unaudited statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (iiII) separate statements, certified as true and correct by the Lessee Lessee, the Guarantor and each Sublesseeany other Acceptable Licensed Operator, stating whether, to the best of the signer's knowledge and belief after making due inquiry, the Lessee Lessee, the Guarantor or such SublesseeAcceptable Licensed Operator, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iiiIII) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee Lessee, the Guarantor or the applicable Sublesseeany other Acceptable Licensed Operator, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (ivIV) a statement certified as true and correct by the Lessee setting forth any and all Subleases (excluding Resident Agreements) as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the LessorLessor and (V) evidence satisfactory to the Lessor that the Lessee has fulfilled its obligation to make the Annual Facility Upgrade Expenditure in accordance with the provisions of Section 8.1.4. Notwithstanding any provisions of this Section 11.2.1(a) to the contrary, the Lessee may provide the Lessor with Consolidated Financials covering each of the Lessee, the Guarantor and any other Acceptable Licensed Operator in accordance with the aforementioned provisions; provided, however, the Lessee shall provide the Lessor with a separate detailed balance sheet and an unaudited statement of earnings for the Leased Property.

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Guarantor, any Manager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, ▇▇▇▇▇▇, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps 48 being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable conditions or material weaknesses and weaknesses; (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such the Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by Lessor; and (v) evidence satisfactory to Lessor that Lessee has fulfilled its obligation to make the LessorAnnual Facility Upgrade Expenditure.

Annual Statements. Within ninety (90) within 90 days after the end of each calendar year of their respective fiscal yearsthe Company and each Qualified Lessee (other than a Consolidated Qualified Lessee), as applicable, duplicate copies of (i) balance sheets of such Person and its Subsidiaries on a copy consolidated basis as at the end of such year; and (ii) statements of income, profit and loss statements and cash flow statements for such Person and its Subsidiaries on a consolidated basis for such year, setting forth in each case in comparative form the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee figures for the preceding fiscal previous calendar year, certified and audited byall in reasonable detail, prepared in accordance with GAAP, and with the unqualified accompanied by (A) an opinion of, thereon of Ernst & Young LLP or another independent certified public accountants acceptable to the Lessor and certified as true and correct accounting firm of nationally recognized standing selected by the Company or such Qualified Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for “Approved Accountant”), which opinion shall state that such financial statements present fairly, in all material respects, the Lessee and for each Sublessee shall include a detailed balance sheet for Leased Property as financial position of the last day companies being reported upon and their results of such fiscal year operations and a statement cash flows and have been prepared in conformity with GAAP, and that the examination of earnings from the Leased Property for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred Approved Accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such ANNEX A-16 opinion in the operation circumstances, and (B) a certificate of the Leased Property); (ii) separate statements, certified as true Approved Accountants stating that they have reviewed this Agreement and correct by the Lessee and each Sublessee, stating further whether, to the best in making their audit, they have become aware of the signer's knowledge and belief after making due inquiryany condition or event that then constitutes a Default or an Event of Default (or, the Lessee or such Sublessee, as in the case may beof a Qualified Lessee, any default or event of default under the Lease under which such Qualified Lessee is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents a lessee), and, if sothey are aware that any such condition or event then exists, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management period of the Lessee existence thereof (it being understood that the Approved Accountants shall not be liable, directly or the applicable Sublesseeindirectly, as for any failure to obtain knowledge of any Default or Event of Default (or, in the case may beof a Qualified Lessee, regarding any default or event of default under the existence of any reportable conditions Lease under which such Qualified Lessee is a lessee) unless the Approved Accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of did not make such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.an audit);

Annual Statements. Within ninety (90) days after the end of each of their respective fiscal years, (i) a copy of the Consolidated Financials for each of (x) the Lessee and Guarantor d (y) any Sublessee for the preceding fiscal year, certified and audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each Sublessee shall include include, as supplemental information, a detailed balance sheet for Leased Property and the Facility thereof as of the last day of such fiscal year and a statement of earnings from the Leased Property and the Facility thereof for such fiscal year showing, among other things, all rents and Rents d other income therefrom and all expenses paid or incurred in connection with the operation of the Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Lessee Guarantor and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such the Subleases, the respective rentals provided for therein, and such other information pertaining to such the Subleases as may be reasonably requested by the Lessor.

Annual Statements. Within ninety (90) days after the end of each of their oftheir respective fiscal years, (i) a copy of the ofthe Consolidated Financials for each of (x) the Lessee and Lessee, (y) the Guarantor and (z) any Sublessee which is an Affiliate of Lessee for the preceding fiscal year, certified and and, in the case of Guarantor, audited by, and with the unqualified opinion of, independent certified public accountants acceptable to the Lessor and certified as true and correct by Lessee, the Lessee Guarantor or the applicable Sublessee, as the case may be (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as of the ofthe last day of such fiscal year and a statement of earnings from the Leased Property for such fiscal fscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection with the operation of the ofthe Leased Property); (ii) separate statements, certified as true and correct by Lessee, the Guarantor, any Manager which is an Affiliate of Lessee and each Sublesseesuch Sublessee which is an Affiliate of Lessee, stating whether, to the best of the signer's knowledge and belief after making due inquiry, Lessee, the Lessee Guarantor, such Manager or any such Sublessee, as the case may be, is in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy of all letters from the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or the applicable Sublessee, as the case may be, Guarantor regarding the existence of any reportable repoitable conditions or material weaknesses and weaknesses; (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the ofthe last day of such fiscal year, the respective areas demised thereunder, the names of the Sublessees thereunder, the respective expiration dates of such Subleases, the respective rentals provided for therein, and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.54