Common use of Year-End Statements Clause in Contracts

Year-End Statements. As soon as available and in any event not later than the first to occur of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is ninety (90) days after the end of each respective calendar year of the REIT Guarantor and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such calendar year, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer of the REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor and its Subsidiaries as at the date thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. As soon as available and in any event not later than the first to occur of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is ninety (90) Within 90 days after the end of each respective calendar fiscal year of the REIT Guarantor and its SubsidiariesNSA REIT, the audited consolidated balance sheet of the NSA REIT Guarantor and its Subsidiaries as at the end of such calendar fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the NSA REIT Guarantor and its Subsidiaries for such calendar fiscal year, setting forth in comparative form the figures as at the end of and for the previous calendar fiscal year, all of which shall be (a) certified by (i) a Responsible Officer the chief financial officer, treasurer, or chief accounting officer of the REIT GuarantorNSA REIT, in his or her opinion, to present fairly, in accordance with GAAP as then and in effectall material respects, the consolidated financial position of NSA REIT Guarantor and its Subsidiaries as at the date thereof and the results of operations for such period), and (iib) accompanied by the audit report thereon of independent certified public accountants of recognized national standing acceptable to the Agentstanding, whose certificate report shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the NSA REIT Guarantor to deliver such financial statements and certification thereof report to the Administrative Agent and the Lenders pursuant to this AgreementLenders. Together with such financial statementsWithin 90 days after the end of each fiscal year of the Borrower, the REIT Guarantor shall deliver a written statement from unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such accountants to the effect that they have read a copy of this Agreement fiscal year and the Guarantyrelated unaudited consolidated statements of income, statement of equity and that in making cash flows of the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources figures as at the end of and uses of funds, capital expenditures, Net Operating Income for the Propertiesprevious fiscal year, all of which shall be certified by the chief financial officer, treasurer, or chief accounting officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and other income in all material respects, the consolidated financial position of the Borrower and expensesits Subsidiaries as at the date thereof and the results of operations for such period).

Year-End Statements. As soon as available and in any event not later than the first to occur of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is ninety (90) days after the end of each respective calendar year of the REIT Guarantor and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such calendar yearyear and an unaudited statement of Funds from Operations, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer of the REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor and its Subsidiaries as at the date thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. As soon as available and in any event not later than the first to occur of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 's 10-K Report with the Securities and Exchange Commission and (b) the date that is ninety (90) days after the end of each respective calendar year of the REIT Guarantor and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ ' equity and cash flows of the REIT Guarantor and its Subsidiaries for such calendar yearyear and an unaudited statement of Funds from Operations, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer of the REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor and its Subsidiaries as at the date thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. (a) As soon as available and in any event not later than the first to occur of (ai) the date that is five (5) days following the filing of the REIT GuarantorParent’s 10-K Report with the Securities and Exchange Commission and (bii) the date that is ninety ninety-five (9095) days after the end of each respective calendar year of the REIT Guarantor Parent and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor Parent and its Subsidiaries as at of the end of such calendar year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the REIT Guarantor Parent and its Subsidiaries for such calendar yearyear and an unaudited statement of Funds from Operations, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (iA) a Responsible Officer the chief executive officer or chief financial officer of the REIT Guarantor, in his or her opinion, Parent to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor Parent and its Subsidiaries as at the date thereof and the results of operations for such period, and (iiB) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor Borrower to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor Borrower shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor Borrower shall deliver the reports described in Section 8.1(A)-(E) with such year-end statements. (b) As soon as available and in any event not later than the first to occur of (i) the date that is five (5) days following the filing of the Parent’s 10-K Report with the Securities and Exchange Commission and (ii) the date that is ninety-five (95) days after the end of each respective calendar year of Borrower and its Subsidiaries, the audited consolidated balance sheet of Borrower and its Subsidiaries as of the end of such calendar year and the related audited consolidated statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries for such calendar year and an unaudited statement of Funds from Operations, setting forth in comparative form the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources figures as of the end of and uses of funds, capital expenditures, Net Operating Income for the Propertiesprevious calendar year, all of which shall be certified by (A) the chief executive officer or chief financial officer of Parent to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of Borrower and its Subsidiaries as of the date thereof and the results of operations for such period, and other income (B) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and expensesin scope and substance satisfactory to the Agent and who shall have authorized Borrower to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement.

Year-End Statements. As soon as available and in any event not later than within 5 days after the first to occur of (a) the date that same is five (5) days following the filing of the REIT Guarantor’s 10-K Report filed with the Securities and Exchange Commission and (b) the date that is ninety (90) but in no event later than 90 days after the end of each respective calendar fiscal year of the REIT Guarantor and its SubsidiariesBorrower), the audited consolidated balance sheet of the REIT Guarantor Borrower and its Subsidiaries as at the end of such calendar fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the REIT Guarantor Borrower and its Subsidiaries for such calendar fiscal year, setting forth in comparative form the figures as at the end of and for the previous calendar fiscal year, all of which shall be (a) certified by (i) a Responsible Officer the chief financial officer or chief accounting officer of the REIT GuarantorBorrower, in his or her opinion, to present fairly, in accordance with GAAP as then and in effectall material respects, the consolidated financial position of REIT Guarantor the Borrower and its Subsidiaries as at the date thereof and the results result of operations for such period, period and (iib) accompanied by the report thereon of Ernst & Young LLP or any other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent (it being acknowledged that any of Deloitte, PricewaterhouseCoopers and KPMG shall be acceptable to the Administrative Agent), whose certificate report shall not be unqualified and in scope and substance satisfactory subject to (i) any “going concern” or like qualification or exception or (ii) any qualification or exception as to the Agent and who shall have authorized the REIT Guarantor to deliver scope of such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreementaudit. Together with such financial statements, the REIT Guarantor Borrower shall deliver a written statement from such accountants report, certified by the chief financial officer or chief accounting officer of Borrower, in form and detail reasonably satisfactory to the effect that they have read a copy of this Agreement and Administrative Agent, setting forth the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for each Property for such fiscal year. (s) The Credit Agreement is hereby further amended by amending Section 8.4.(e) thereof to delete the Propertiesphrase “, and prompt notice of the receipt of notice that any United States income tax returns of any Loan Party or any other income and expensesSubsidiary are being audited” at the end thereof. (t) The Credit Agreement is hereby further amended by amending Section 8.4.(i) thereof to replace the amount “$5,000,000” therein with the amount “$10,000,000”. (u) The Credit Agreement is hereby further amended by restating Section 8.4.(p) thereof in its entirety as follows:

Year-End Statements. As soon as available and in any event not later than the first to occur of (a) the date that is five the earlier of (5x) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is ninety (90) days after the end of each respective calendar fiscal year of the REIT Guarantor and its Subsidiaries, or (y) five (5) days after filing the REIT Guarantor’s 10K Report with the Securities and Exchange Commission, the audited consolidated balance sheet of the REIT Guarantor and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such calendar yearyear and an unaudited statement of Funds from Operations, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer of the REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor and its Subsidiaries as at the date thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. (a) As soon as available and in any event not later than the first to occur of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is within ninety (90) days after the end of each respective calendar fiscal year of the REIT Guarantor Borrower and its Subsidiaries, the audited unaudited consolidated balance sheet of the REIT Guarantor Borrower and its Subsidiaries as at the end of such calendar fiscal year and the related audited unaudited consolidated statements of income, shareholders’ ' equity and cash flows of the REIT Guarantor Borrower and its Subsidiaries for such calendar yearfiscal year and an unaudited statement of Funds from Operations, setting forth in comparative form the figures as at the end of and for the previous calendar fiscal year, all of which shall be certified by (i) a Responsible Officer the chief financial officer of the REIT GuarantorGeneral Partner, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor Borrower and its Subsidiaries as at the date thereof and the results of operations for such period. In addition, Borrower shall deliver the reports described in Section 8.1(a)(i)-(iv) with such year-end statements. (b) As soon as available and in any event within ninety (90) days after the end of each respective fiscal year of Parkway Properties and its Subsidiaries, the audited consolidated balance sheet of Parkway Properties and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders' equity and cash flows of Parkway Properties and its Subsidiaries for such fiscal year and an unaudited statement of Funds from Operations, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be certified by (a) the chief financial officer of Parkway Properties, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of Parkway Properties and its Subsidiaries as at the date thereof and the results of operations for such period and (iib) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor Parkway Properties to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor Parkway Properties shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. As soon as available and in any event not later than the first to occur of Within one hundred twenty (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is ninety (90120) days after the end of each respective calendar fiscal year of the REIT Guarantor Borrower, a copy of Form 10K as filed by Borrower with the SEC and its Subsidiariesa fully completed Compliance Certificate duly certified in form and substance acceptable to Agent by an Authorized Representative of Borrower. In the event Borrower does not file a Form 10K with the SEC within one hundred twenty (120) days after the close of each fiscal year of Borrower, Borrower shall, within such one hundred twenty (120) day period, deliver the audited consolidated balance sheet of the REIT Guarantor and its Subsidiaries Borrower as at the end of such calendar fiscal year and the related audited consolidated statements of income, shareholders’ equity income and cash flows of the REIT Guarantor Borrower and its Subsidiaries for such calendar fiscal year, setting forth in comparative form the figures as at the end of and for the previous calendar fiscal year, all of which shall be certified by (i) a Responsible Officer an Authorized Representative of the REIT Guarantor, in his or her opinion, Borrower to present fairlyfairly in all material respects, in accordance with GAAP as then in effectconsistently applied, the consolidated financial position of REIT Guarantor the Borrower and its Subsidiaries as at the date thereof and the consolidated results of operations for such period, and (ii) also shall be certified by McGladrey & ▇▇▇▇▇▇, LLP or such other independent certified public accountants of recognized national standing proposed by Borrower and otherwise reasonably acceptable to the AgentLenders, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent Lenders and who shall have authorized the REIT Guarantor Borrower to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such each delivery of the annual financial statementsstatements required above, the REIT Guarantor Borrower shall deliver a written statement from such accountants to the effect that they have read Agent and each Lender a copy of this Agreement and letter from the Guaranty, and Borrower's accountants stating that in making performing the examination audit necessary to such certificationrender an opinion on the financial statements delivered under this Section 9.02, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default by the Borrower in the fulfillment of the terms and provisions of this Agreement insofar as they related to financial matters (which at the date of such statement remains uncured), or if the 44 accountants have obtained knowledge of such Default or Event of Default, a statement specifying the nature and period of existence thereof. In additionAt the midpoint of each fiscal year of Borrower, Borrower will present to the REIT Guarantor Agent or, at the Agent's option, allow the Agent to conduct a field examination, at Borrower's expense, of the working assets of Borrower and its Subsidiaries all in form and substance reasonably acceptable to the Agent. Within ninety (90) days after the beginning of each fiscal year of Borrower, Borrower shall deliver with such year-end statements to Agent, in form and substance reasonably acceptable to Agent, a report of the reports described in Section 8.1(i)-(iv) together with pro forma quarterly projected financial information for the REIT Guarantor performance of Borrower and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expensesthat fiscal year on a consolidated basis.

Year-End Statements. (a) As soon as available and in any event not later than the first to occur of (ai) the date that is five (5) days following the filing of the REIT Guarantor’s Borrower's 10-K Report with the Securities and Exchange Commission and (bii) the date that is ninety one hundred (90100) days after the end of each respective calendar year of the REIT Guarantor Borrower and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor Borrower and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ ' equity and cash flows of the REIT Guarantor Borrower and its Subsidiaries for such calendar year, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer the chief executive officer or chief financial officer of CLP, to the REIT Guarantor, in his or her opinionbest of such officer's knowledge, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor Borrower and its Subsidiaries as at the date thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor Borrower to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Such certificate shall further include such certifications as are required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. In addition, Borrower shall deliver the reports described in clauses (i)-(v) of the third sentence of Section 8.1(a) with such year-end statements. (b) As soon as available and in any event not later than the first to occur of (i) the date that is five (5) days following the filing of CLP's 10-K Report with the Securities and Exchange Commission and (ii) the date that is within one hundred (100) days after the end of each respective calendar year of CLP and its Subsidiaries, the audited consolidated balance sheet of CLP and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders' equity and cash flows of CLP and its Subsidiaries for such calendar year, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be (i) certified by the chief executive officer or chief financial officer of CLP, to the best of such officer's knowledge, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of CLP and its Subsidiaries as at the date thereof and the results of operations for such period and (ii) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized CLP to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Such certificate shall further include such certifications as are required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Together with such financial statements, the REIT Guarantor CLP shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. As soon as available and in any event not later than the first to occur of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is ninety (90) days after the end of each respective calendar year of the REIT Guarantor and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such calendar year, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer of the REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor and its Subsidiaries as at the date 57 A/75663178.5 thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. As soon as available and in any event not later than the first to occur of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is within ninety (90) days after the end of each respective calendar fiscal year of the REIT Guarantor and its SubsidiariesParent, the audited consolidated balance sheet of the REIT Guarantor and Parent, its Subsidiaries and GDTRS as at the end of such calendar fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the REIT Guarantor and Parent, its Subsidiaries and GDTRS for such calendar fiscal year, setting forth in comparative form the figures as at the end of and for the previous calendar fiscal year, all of which shall be certified by (ia) a Responsible Officer the chief financial or chief accounting officer of the REIT GuarantorGeneral Partner, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor and Parent, its Subsidiaries and GDTRS,, as at the date thereof and the results of operations for such period, period and (iib) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor Parent to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statementsIn addition, for each balance sheet and income statement so provided, a supplemental unaudited combining balance sheet and statement of income shall be provided that reflects the accounts of Parent and its Subsidiaries in the first column, the REIT Guarantor accounts of GDTRS in the second column and the combined total of the accounts from the first and second column in the third column, such accounts representing the combined accounts of Parent, its Subsidiaries and GDTRS. The supplemental unaudited balance sheets and income statements so provided shall deliver a written statement from such accountants be certified by the chief financial or chief accounting officer of the General Partner to present fairly, in accordance with GAAP (except with respect to the effect that they have read a copy consolidation of this Agreement GDTRS) the respective financial position of such Persons at the date thereof and the Guaranty, results of operations for such period and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable accompanied by an agreed procedures report reasonably acceptable to Agent or of independent certified public accountants of recognized national standing acceptable to the Lenders should they fail to obtain knowledge of any Default or Event of DefaultAgent. In addition, the REIT Guarantor Borrowers shall deliver the reports described in Section 8.1(i)-(vii) with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expensesstatements.

Year-End Statements. As soon as available and in any event not later than the first to occur of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is ninety (90) days after the end of each respective calendar year of the REIT Guarantor and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such calendar year, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer of the REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor and its Subsidiaries as at the date A/75663178.5 thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. As soon as available and in any event not later than the first to occur date that is the earlier of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is ninety (90) days after the end of each respective calendar fiscal year of the REIT Guarantor and its Subsidiaries, or (b) five (5) days after filing the REIT Guarantor's 10K Report with the Securities and Exchange Commission, the audited consolidated balance sheet of the REIT Guarantor and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ ' equity and cash flows of the REIT Guarantor and its Subsidiaries for such calendar yearyear and an unaudited statement of Funds from Operations, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer of the REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor and its Subsidiaries as at the date thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Administrative Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Administrative Agent and who shall have authorized the REIT Guarantor to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end year‑end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. As soon as If not publicly available and in any event not later than the first to occur free of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with charge from the Securities and Exchange Commission and (b) on the date that is internet at h▇▇▇://▇▇▇.▇▇▇.▇▇▇ within ninety (90) days after the end of each respective calendar fiscal year of the REIT Guarantor Borrower, or if an extension has been granted by the Securities and Exchange Commission for the filing by the Borrower of its Subsidiariesquarterly report on Form 10-K, then by the earlier of the date such Form 10-K is actually filed and the last day of such extended time period, but in no event later than one hundred twenty (120) days after the end of such fiscal year for which such Form 10-K is to be filed, the audited consolidated balance sheet of the REIT Guarantor Borrower and its Subsidiaries as at the end of such calendar fiscal year and the related audited consolidated statements of operations, comprehensive income, shareholdersstockholders’ equity and cash flows of the REIT Guarantor Borrower and its Subsidiaries for such calendar fiscal year, setting forth in comparative form the figures as at the end of and for the previous calendar fiscal year, all of which shall be certified by (ia) a Responsible Officer the chief financial officer of the REIT GuarantorBorrower, in his or her opinion, to present fairly, in accordance with GAAP as then in effectGAAP, the consolidated financial position of REIT Guarantor the Borrower and its Subsidiaries as at the date thereof and the results result of operations for such period, period and (iib) Ernst & Young LLP or any other independent certified public accountants of recognized national standing acceptable to the AgentRequisite Lenders, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent Requisite Lenders and who shall have authorized the REIT Guarantor Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. (a) As soon as available and in any event not later than the first to occur of (ai) the date that is five (5) days following the filing of the REIT Guarantor’s Borrower's 10-K Report with the Securities and Exchange Commission and (bii) the date that is ninety one hundred (90100) days after the end of each respective calendar year of the REIT Guarantor Borrower and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor Borrower and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ ' equity and cash flows of the REIT Guarantor Borrower and its Subsidiaries for such calendar year, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer the chief executive officer or chief financial officer of CLP, to the REIT Guarantor, in his or her opinionbest of such officer's knowledge, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor Borrower and its Subsidiaries as at the date thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Administrative Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Administrative Agent and who shall have authorized the REIT Guarantor Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement. Such certificate shall further include such certifications as are required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. In addition, the Borrower shall deliver the reports described in clauses (i)-(v) of the third sentence of Section 8.1(a) with such year-end statements. (b) As soon as available and in any event not later than the first to occur of (i) the date that is five (5) days following the filing of CLP's 10-K Report with the Securities and Exchange Commission and (ii) the date that is within one hundred (100) days after the end of each respective calendar year of CLP and its Subsidiaries, the audited consolidated balance sheet of CLP and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders' equity and cash flows of CLP and its Subsidiaries for such calendar year, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be (i) certified by the chief executive officer or chief financial officer of CLP, to the best of such officer's knowledge, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of CLP and its Subsidiaries as at the date thereof and the results of operations for such period and (ii) independent certified public accountants of recognized national standing acceptable to the Administrative Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Administrative Agent and who shall have authorized CLP to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement. Such certificate shall further include such certifications as are required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Together with such financial statements, the REIT Guarantor CLP shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. As soon as available and in any event not later than the first to occur of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is within ninety (90) days after the end of each respective calendar fiscal year of the REIT Guarantor and its SubsidiariesBorrower, the audited consolidated balance sheet of the REIT Guarantor and Borrower, its Subsidiaries and GDTRS as at the end of such calendar fiscal year and the related audited consolidated statements of income, shareholders’ ' equity and cash flows of the REIT Guarantor and Borrower, its Subsidiaries and GDTRS for such calendar fiscal year, setting forth in comparative form the figures as at the end of and for the previous calendar fiscal year, all of which shall be certified by (i) a Responsible Officer the chief financial or chief accounting officer of the REIT GuarantorGeneral Partner, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor and Borrower, its Subsidiaries and GDTRS, as at the date thereof and the results of operations for such period, period and (ii) audited by the independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate opinion shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Defaultunqualified. In addition, for each balance sheet and income statement so provided, a supplemental unaudited combining balance sheet and statement of income shall be provided that reflects the REIT Guarantor accounts of Borrower and its Subsidiaries in the first column, the accounts of GDTRS in the second column and the combined total of the accounts from the first and second column in the third column, such accounts representing the combined accounts of Borrower, its Subsidiaries and GDTRS. The supplemental unaudited balance sheets and income statements so provided shall be certified by the chief financial or chief accounting officer of the General Partner to present fairly, in accordance with GAAP (except with respect to the consolidation of GDTRS) the respective financial position of such Persons at the date thereof and the results of operations for such period and shall be accompanied by an agreed procedures report reasonably acceptable to Agent of independent certified public accountants of recognized national standing acceptable to the Agent. In addition, Borrower shall deliver the reports described in Section 8.1(i)-(vii) with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expensesstatements.

Year-End Statements. As soon as available and in any event not Not later than the first to occur of (a) the date that is five (5) days following the filing of the REIT Parent Guarantor’s Form 10-K Report with for each fiscal year of the Securities Parent Guarantor and Exchange Commission and (b) the date that is in any event within ninety (90) days after the end of each respective calendar fiscal year of the REIT Guarantor and its SubsidiariesParent Guarantor, commencing with the fiscal year ending December 31, 2016, the audited consolidated balance sheet of the REIT Parent Guarantor and its Subsidiaries as at the end of such calendar fiscal year and the related audited consolidated statements of incomeoperations, shareholdersstockholders’ equity and cash flows of the REIT Parent Guarantor and its Subsidiaries for such calendar fiscal year, setting forth in comparative form the figures as at the end of and for the previous calendar fiscal year, all of which shall be certified by (ia) a Responsible Officer the chief financial officer or chief executive officer of the REIT Parent Guarantor, in his or her opinion, to present fairlyfairly in all material respects, in accordance with GAAP as then in effectGAAP, the consolidated financial position of REIT the Parent Guarantor and its Subsidiaries as at the date thereof and the results result of operations for such period, period and (iib) PricewaterhouseCoopers LLP or any other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, whose certificate shall be unqualified and in scope and substance satisfactory unqualified. · Compliance Certificate. Commencing with the financial statements for the quarter ending March 31, 2016, at the time the financial statements are furnished pursuant to the Agent preceding Sections 9.1. and who shall have authorized 9.2., a certificate substantially in the REIT form of Exhibit H (a “Compliance Certificate”) executed on behalf of the Parent Guarantor by the chief executive officer or chief financial officer of the Parent Guarantor (a) setting forth as of the end of such quarterly accounting period or fiscal year, as the case may be, the calculations required to deliver such financial statements establish whether the Borrower was in compliance with the covenants contained in Section 10.1.; and certification thereof (b) stating that, to the Agent and the Lenders pursuant to this Agreement. Together with such financial statementsbest of his or her knowledge, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guarantyinformation or belief, and that in making the examination necessary to such certificationafter due inquiry, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in exists, or, if such statement any is not the case, specifying such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for nature, when it occurred and the next four (4) calendar quarterssteps being taken by the Borrower with respect to such event, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expensescondition or failure.

Year-End Statements. As soon as available and in any event not later than the first to occur of (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is ninety (90) days after the end of each respective calendar year of the REIT Guarantor and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such calendar year, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer of the REIT Guarantor, in his or her opinion, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor and its Subsidiaries as at the date - 58 - thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. (a) As soon as available and in any event not later than the first to occur of (ai) the date that is five (5) days following the filing of the REIT Guarantor’s Borrower's 10-K Report with the Securities and Exchange Commission and (bii) the date that is ninety one hundred (90100) days after the end of each respective calendar year of the REIT Guarantor Borrower and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor Borrower and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ ' equity and cash flows of the REIT Guarantor Borrower and its Subsidiaries for such calendar year, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer the chief executive officer or chief financial officer of CLP, to the REIT Guarantor, in his or her opinionbest of such officer's knowledge, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor Borrower and its Subsidiaries as at the date thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Administrative Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Administrative Agent and who shall have authorized the REIT Guarantor Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement. Such certificate shall further include such certifications as are required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. In addition, Borrower shall deliver the reports described in clauses (i)-(v) of the third sentence of Section 8.1(a) with such year-end statements. (b) As soon as available and in any event not later than the first to occur of (i) the date that is five (5) days following the filing of CLP's 10-K Report with the Securities and Exchange Commission and (ii) the date that is within one hundred (100) days after the end of each respective calendar year of CLP and its Subsidiaries, the audited consolidated balance sheet of CLP and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders' equity and cash flows of CLP and its Subsidiaries for such calendar year, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be (i) certified by the chief executive officer or chief financial officer of CLP, to the best of such officer's knowledge, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of CLP and its Subsidiaries as at the date thereof and the results of operations for such period and (ii) independent certified public accountants of recognized national standing acceptable to the Administrative Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Administrative Agent and who shall have authorized CLP to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement. Such certificate shall further include such certifications as are required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Together with such financial statements, the REIT Guarantor CLP shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. (a) As soon as available and in any event not later than the first to occur of (ai) the date that is five (5) days following the filing of the REIT Guarantor’s Borrower's 10-K Report with the Securities and Exchange Commission and (bii) the date that is ninety one hundred (90100) days after the end of each respective calendar year of the REIT Guarantor Borrower and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor Borrower and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements of income, shareholders’ ' equity and cash flows of the REIT Guarantor Borrower and its Subsidiaries for such calendar yearyear and an unaudited statement of Funds from Operations, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (i) a Responsible Officer the chief executive officer or chief financial officer of CLP, to the REIT Guarantor, in his or her opinionbest of such officer's knowledge, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of REIT Guarantor Borrower and its Subsidiaries as at the date thereof and the results of operations for such period, and (ii) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor Borrower to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Such certificate shall further include such certifications as are required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Together with such financial statements, the REIT Guarantor Borrower shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor Borrower shall deliver the reports described in Section 8.1(a)(i)-(v) with such year-end statements. (b) As soon as available and in any event not later than the first to occur of (i) the date that is five (5) days following the filing of CLP's 10-K Report with the Securities and Exchange Commission and (ii) the date that is within one hundred (100) days after the end of each respective calendar year of CLP and its Subsidiaries, the audited consolidated balance sheet of CLP and its Subsidiaries as at the end of such calendar year and the related audited consolidated statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor of income, shareholders' equity and cash flows of CLP and its Subsidiaries for such calendar year and an unaudited statement of Funds from Operations, setting forth in comparative form the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources figures as at the end of and uses of funds, capital expenditures, Net Operating Income for the Propertiesprevious calendar year, all of which shall be (i) certified by the chief executive officer or chief financial officer of CLP, to the best of such officer's knowledge, to present fairly, in accordance with GAAP as then in effect, the consolidated financial position of CLP and its Subsidiaries as at the date thereof and the results of operations for such period and (ii) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized CLP to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Such certificate shall further include such certifications as are required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Together with such financial statements, CLP shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and other income and expensesthat in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default.

Year-End Statements. The Borrower shall deliver to Agent: (a) As soon as available and in any event not later than the first to occur of (ai) the date that is five ten (510) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (bii) the date that is ninety one hundred-five (90105) days after the end of each respective calendar year of the REIT Guarantor and its Subsidiaries, the audited consolidated balance sheet of the REIT Guarantor and its Subsidiaries as at of the end of such calendar year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the REIT Guarantor and its Subsidiaries for such calendar yearyear and an unaudited statement of Funds From Operations, setting forth in comparative form the figures as at the end of and for the previous calendar year, all of which shall be certified by (iA) a Responsible Officer the chief executive officer or chief financial officer of the REIT Guarantor, in his or her opinion, Guarantor to present fairly, in accordance with GAAP as then in effecteffect and in all material respects, the consolidated financial position of REIT Guarantor and its Subsidiaries as at the date thereof and the results of operations for such period, and (B) independent certified public accountants of recognized national standing, whose certificate shall be unqualified and in scope and substance reasonably satisfactory to the Agent and who shall have authorized Borrower to deliver such financial statements and certification thereof to the Agent and the Banks pursuant to this Agreement. In addition, Borrower shall deliver the reports described in Section 8.12 (a) (A) and (B) with such year-end statements. (b) As soon as available and in any event not later than the first to occur of (i) the date that is ten (10) days following the filing of the Guarantor’s 10-K Report with the Securities and Exchange Commission and (ii) the date that is one hundred-five (105) days after the end of each respective calendar year of Borrower and its Subsidiaries, the audited consolidated balance sheet of Borrower and its Subsidiaries as of the end of such calendar year and the related audited consolidated statements of income, shareholders’ equity and cash flows of Borrower and its Subsidiaries for such calendar year and an unaudited statement of Funds From Operations, setting forth in comparative form the figures as of the end of and for the previous calendar year, all of which shall be certified by (A) the chief executive officer or chief financial officer of Guarantor to present fairly, in accordance with GAAP as then in effect and in all material respects, the consolidated financial position of Borrower and its Subsidiaries as of the date thereof and the results of operations for such period, and (B) independent certified public accountants of recognized national standing acceptable to the Agent, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent and who shall have authorized the REIT Guarantor Borrower to deliver such financial statements and certification thereof to the Agent and the Lenders Banks pursuant to this Agreement. Together with such financial statements, the REIT Guarantor shall deliver a written statement from such accountants to the effect that they have read a copy of this Agreement and the Guaranty, and that in making the examination necessary to such certification, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default. In addition, the REIT Guarantor shall deliver with such year-end statements the reports described in Section 8.1(i)-(iv) together with pro forma quarterly financial information for the REIT Guarantor and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expenses.

Year-End Statements. As soon as available and in any event not later than the first to occur of Within one hundred twenty (a) the date that is five (5) days following the filing of the REIT Guarantor’s 10-K Report with the Securities and Exchange Commission and (b) the date that is ninety (90120) days after the end of each respective calendar fiscal year of the REIT Guarantor and its SubsidiariesBorrower, a copy of Form 10K as filed by Borrower with the audited SEC. In the event Borrower does not file a Form 10K with the SEC within one hundred twenty (120) days after the close of each fiscal year of Borrower, Borrower shall, within such one hundred twenty (120) day period, deliver the consolidated balance sheet of the REIT Guarantor and its Subsidiaries Borrower as at the end of such calendar fiscal year and the related audited consolidated statements of income, shareholders’ equity income and cash flows of the REIT Guarantor Borrower and its Subsidiaries for such calendar fiscal year, setting forth in comparative form the figures as at the end of and for the previous calendar fiscal year, all of which shall be certified by (i) a Responsible Officer an Authorized Representative of the REIT Guarantor, in his or her opinion, Borrower to present fairlyfairly in all material respects, in accordance with GAAP as then in effectconsistently applied, the consolidated financial position of REIT Guarantor the Borrower and its Subsidiaries as at the date thereof and the consolidated results of operations for such period, and (ii) also shall be certified by McGladrey & ▇▇▇▇▇▇, LLP or such other independent certified public accountants of recognized national standing proposed by Borrower and otherwise reasonably acceptable to the AgentLenders, whose certificate shall be unqualified and in scope and substance satisfactory to the Agent Lenders and who shall have authorized the REIT Guarantor Borrower to deliver such financial statements and certification thereof to the Agent and the Lenders pursuant to this Agreement. Together with such each delivery of the annual financial statementsstatements required above, the REIT Guarantor Borrower shall deliver a written statement from such accountants to the effect that they have read Agent and each Lender a copy of this Agreement and letter from the Guaranty, and Borrower's accountants stating that in making performing the examination audit necessary to such certificationrender an opinion on the financial statements delivered under this Section 8.02, they have obtained no knowledge of any Default of Event of Default, or if such accountants shall have obtained knowledge of any then existing Default or Event of Default they shall disclose in such statement any such Default or Event of Default; provided that such accountants shall not be liable to Agent or the Lenders should they fail to obtain knowledge of any Default or Event of Default by the Borrower in the fulfillment of the terms and provisions of this Agreement insofar as they related to financial matters (which at the date of such statement remains uncured), or if the accountants have obtained knowledge of such Default or Event of Default, a statement specifying the nature and period of existence thereof. In additionWithin ninety (90) days after the beginning of each fiscal year of Borrower, the REIT Guarantor Borrower shall deliver with such year-end statements to Agent, in form and substance reasonably acceptable to Agent, a report of the reports described in Section 8.1(i)-(iv) together with pro forma quarterly projected financial information for the REIT Guarantor performance of Borrower and its Subsidiaries for the next four (4) calendar quarters, including pro forma covenant calculations, EBITDA, sources and uses of funds, capital expenditures, Net Operating Income for the Properties, and other income and expensesthat fiscal year on a consolidated basis.