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 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 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) 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, and of the Company and the Restricted 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 Subsidiaries, and of the Company and the Restricted 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 Xxxxxxx, 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 such 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 Prudential 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 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.guidelines);

Annual Statements. Within ninety (90) within 105 days after the end of each fiscal year of their respective fiscal yearsthe Company, duplicate copies of, (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 earnings and cash flows and a consolidated statement of changes in stockholders' equity, in each case 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 previous fiscal 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 independent certified public accountants acceptable to of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the Lessor financial position of the companies being reported upon and certified as true their results of operations and correct by cash flows and have been prepared in conformity with GAAP, and that the Lessee examination of such 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 circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or the applicable Sublesseeevent that then constitutes a Default or an Event of Default, as the case may be (and, without limiting anything else contained hereinif they are aware that any such condition or event then exists, specifying the Consolidated Financials nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), (C) industry segment information prepared in the same amount of detail as set forth in the Company's annual report to shareholders for the Lessee and for each such Sublessee shall include fiscal year ended February 1, 1997, certified by a detailed balance sheet for Leased Property Senior Financial Officer as fairly presenting the information therein, provided that the delivery within the time period specified above of the last day of such fiscal year and a statement of earnings from the Leased Property Company's Annual Report on Form 10-K for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection (together with the operation 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 filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b) as to the delivery of the Leased Property); (ii) separate statementsaudited consolidated statements referred to above and, certified so long as true and correct by the Lessee and each Sublesseeannual report to shareholders accompanying such Annual Report on Form 10-K is prepared as to business segment information in the same amount of detail as set forth in the annual report to shareholders for the fiscal year ended February 1, stating whether, to the best of the signer's knowledge and belief after making due inquiry1997, 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 industry segment information referred to above, directed to the management of the Lessee or 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 such 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 Sublesseefailure to obtain knowledge of any Default or Event of Default (or, as in the case may beof a Qualified Lessee, regarding any default or event of default under the existence of any reportable conditions applicable Lease) 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) within 120 days after the end of each fiscal year of their respective fiscal yearsthe Borrower, duplicate copies of, (i) a copy consolidated balance sheet of the Consolidated Financials Borrower and its Restricted Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Restricted 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 and audited byall in reasonable detail, prepared in accordance with GAAP, and with the accompanied by: (1) an unqualified opinion of, thereon of independent certified public accountants acceptable to of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the Lessor financial position of the companies being reported upon and certified as true their results of operations and correct by cash flows and have been prepared in conformity with GAAP, and that the Lessee examination of such 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 circumstances, and (2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or the applicable Sublesseeevent that then constitutes a Default, as the case may be (and, without limiting anything else contained hereinif they are aware that any such condition or event then exists, specifying the Consolidated Financials for the Lessee nature and for each such Sublessee shall include a detailed balance sheet for Leased Property as period of the last day existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default unless such fiscal year and a statement of earnings from accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that if the Leased Property Borrower’s Annual Report on Form 10-K for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection (together with the operation Borrower’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 filed with the SEC is required to be delivered within a shorter time period, then the Borrower’s compliance with the requirements of this Section 5.01(b) (other than the Leased Propertyaccountant’s certificate described in clause (2) above which may be delivered within said 120-day period); , must be satisfied by complying with such shorter time period (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, subject 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 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.Borrower’s compliance with Section 5.04);

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 any 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 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 any 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 Xxxxxxx, 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 such 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 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.guidelines);

Annual Statements. Within No later than ninety (90) days after the end of each Fiscal Year, beginning with the first Fiscal Year ending immediately after the Closing Date, Borrower Representative shall deliver to Administrative Agent a detailed audited financial report of their respective fiscal yearsthe Tested Companies containing a Consolidated balance sheet at the end of such period and a Consolidated income statement or operations, statement of cash flows, and statement of stockholders’ equity (deficit) for such period, together with all supporting schedules and footnotes, and a report containing management’s discussion and analysis of such financial statements for the Fiscal Year then ended, including the accompanying notes thereto, fairly presenting in all material respects the Consolidated financial position and the results of the operations of the Tested Companies as of the end of and for such Fiscal Year, in each case, setting forth in comparative form the figures for the corresponding period or periods of the preceding Fiscal Year, together with an unqualified audit opinion (but such opinion may contain a “going concern” or like qualifications that is due solely to (i) a copy the impending maturity of any Debt permitted by this Agreement, (ii) any anticipated inability to satisfy the Financial Covenant in Section 10.1(a) or Section 10.1(b) or any financial covenant set forth in Section 10.1(a) or Section 10.1(b) of the Consolidated Financials for Term Loan Credit Agreement (in each case, only so long as Borrowers would have the ability to exercise a cure right under Section 11.7 of this Agreement and Section 11.7 (xor any analogous provision) of the Lessee and Term Loan Credit Agreement), and/or (yiii) any Sublessee for the preceding fiscal year, changes in accounting principles or practices reflecting changes in GAAP that are required or approved by Borrowers’ independent certified and audited by, and with the unqualified opinion of, public accountants) of independent certified public accountants acceptable to of nationally recognized standing selected by Borrower Representative that the Lessor financial statements were prepared in accordance with GAAP and certified as true present fairly, in accordance with GAAP, in all material respects the results of operations and correct by financial position of 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 Tested Companies as of the last day end of such fiscal year and a statement of earnings from for 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 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 LessorFiscal Year then ended.

Annual Statements. Within ninety (90) within 90 days after the end of each fiscal year of their respective fiscal yearsthe Company, duplicate copies of, (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 operations, changes in stockholders' 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 previous fiscal year, certified and audited byall in reasonable detail, prepared in accordance with GAAP, and with the unqualified accompanied by: (A) an opinion ofthereon of Ernst & Young LLP, or another firm of independent certified public accountants acceptable to of comparable national standing, which opinion shall state that such financial statements present fairly, in all material respects, the Lessor financial position of the companies being reported upon and certified as true their results of operations and correct by cash flows and have been prepared in conformity with GAAP, and that the Lessee examination of such 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 circumstances; and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or the applicable Sublesseeevent that then constitutes a Default or an Event of Default, as the case may be (and, without limiting anything else contained hereinif they are aware that any such condition or event then exists, specifying the Consolidated Financials for the Lessee nature and for each such Sublessee shall include a detailed balance sheet for Leased Property as period of the last day existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such fiscal year and a statement accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); PROVIDED THAT the delivery within the time period specified above of earnings from the Leased Property Company's Annual Report on Form 10-K for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection (together with the operation 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 filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b) so long as such requirements of the Leased Property); Securities and Exchange Commission continue to require that Form 10-K include the financial statements described in subparagraphs (i) and (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 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) promptly after the same are available and in any event within 90 days after the end of each financial year of their respective fiscal yearsParent Newco, duplicate copies of (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 consolidated balance sheet for Leased Property of Parent Newco and its Subsidiaries as of at the last day end 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); year, (ii) separate statementsconsolidated statements of income, certified as true changes in shareholders’ equity and correct by the Lessee cash flows of Parent Newco and each Sublesseeits Subsidiaries for such year, 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 Credit Portfolio Statistics Report, setting forth in each case in comparative form the figures for the previous financial year, all letters from in reasonable detail, and (in the independent certified accountants engaged to perform the annual audits referred to above, directed to the management case of the Lessee or any Sublesseefinancial statements) prepared in accordance with GAAP, and accompanied by an opinion thereon of independent public accountants of recognized international standing, which opinion shall state that such financial statements give a true and fair view of the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in accordance with GAAP, and that the examination of such 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 circumstances, provided that the delivery to such holder of Notes within the time period specified above of Parent Newco’s Annual Report on Form 10-K for such financial year (together with Parent Newco’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934, as amended from time to time) prepared in accordance with the case may be, regarding requirements therefor and filed with the existence Securities and Exchange Commission shall be deemed to satisfy the requirements of any reportable conditions or material weaknesses this Section 7.1(b) in respect of the financial statements described in clauses (i) and (ivii) above.” Notwithstanding the foregoing, if the Company shall be unable to satisfy the provisions of this Section 7.1(b) in respect of a statement certified financial year of Parent Newco within the 90-day period prescribed herein, such 90-day period shall be extended to 120 days as true and correct by long as the Lessee setting Company shall satisfy the delivery requirements set forth all Subleases as in Section 7.1(a) in respect of the last fourth Relevant Period in such financial year within such 90-day of such fiscal year, the respective areas demised thereunder, the names period. (d) Section 7.1 of the Sublessees thereunderOriginal Note Agreement is hereby amended by deleting the word “and” at the end of clause (f) thereof, the respective expiration dates of such Subleases, the respective rentals provided for therein, re-lettering clause (g) thereof as “clause (h)” and such other information pertaining inserting a new clause (g) to such Subleases read in its entirety as may be reasonably requested by the Lessor.follows:

Annual Statements. Within ninety (90) days As soon as practicable after the end of each fiscal year of their respective fiscal yearsBorrower, and in any event no later than 90 days thereafter, duplicate copies of: (i) a copy consolidated balance sheet of Borrower and its subsidiaries and affiliates as at the Consolidated Financials for each end of (x) the Lessee and (y) any Sublessee for the preceding such fiscal year, certified and (ii) a consolidated statement of income of Borrower and audited by, its subsidiaries 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 affiliates 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 an annual sales report for such fiscal year showingall Pledged Intervals, 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 consolidated 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 any Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses Borrower and its subsidiaries and affiliates during such fiscal year, (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day material changes of accounting policies, presentations or principles during such fiscal year, the respective areas demised thereunder, the names and (v) notes to such financial statements. Each of the Sublessees thereunderabove shall have been audited and prepared in accordance with GAAP by an independent certified public accounting firm, selected by Borrower and acceptable to Lender, in reasonable detail and shall set forth, in each case, in comparative form the respective expiration dates figures for the previous fiscal year, and shall be certified as complete and correct by an officer or member of Borrower. The above financial statements shall be accompanied by a certificate of an officer or member of Borrower, which certificate shall be acceptable to Lender and shall, without qualification, state that such financial statements fairly present the financial condition of Borrower and have been prepared consistently with past practices. In addition, Borrower shall, within one hundred twenty (120) days of the end of the fiscal year deliver to Lender similar annual financial statements for the Silverleaf Club and the Orlando Breeze Resort Club. In the event that the aforesaid annual financial statements are not in form and content satisfactory to Lender, in its sole determination, Borrower shall, within 90 days of the receipt of Lender's written request therefor, deliver to Lender duplicate copies of the aforesaid financial statements together with an unqualified opinion thereon of an independent certified public accounting firm, selected by Borrower and satisfactory to Lender, which opinion shall state that such financial statements present fairly the financial condition of 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 Subleasesfinancial statements by such accountants has been made in accordance with generally accepted auditing standards, and accordingly included such tests of the respective rentals provided for therein, accounting records and such other information pertaining auditing procedures as were considered necessary in the LOAN AND SECURITY AGREEMENT 57 circumstances. The aforesaid audited financial statements shall be in form and content satisfactory to such Subleases as may be reasonably requested by the LessorLender.

Annual Statements. Within ninety (90) As soon as practicable and in any event within 120 days after the end of each fiscal year of their respective fiscal yearsthe Company, duplicate copies of, (i) a copy consolidated balance sheet of the Consolidated Financials Company and its Subsidiaries, as at the end of such year, (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such year, (iii) if the Company has a Principal Operating Subsidiary other than Cascade, an unaudited consolidating balance sheet of the Company and its Subsidiaries, as at the end of such year, and (iv) if the Company has a Principal Operating Subsidiary other than Cascade, unaudited consolidating 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 previous fiscal year, certified and audited byall in reasonable detail, and prepared in accordance with GAAP, and, in the unqualified case of the consolidated statements, accompanied (A) by an opinion of, thereon of independent certified public accountants acceptable of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the 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 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 circumstances, and (B) a certificate of such accountants stating that, in making the audit necessary for their report on such financial statements, they have obtained no knowledge of any Default or any Event of Default, or, if they have obtained knowledge of any Default or Event of Default, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); provided that, at such times as the Company is subject to the Lessor and certified as true and correct by reporting requirements of Section 13 or 15(d) of the Lessee or the applicable Sublessee, as the case may be (and, without limiting anything else contained hereinExchange Act, the Consolidated Financials for delivery within the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as time period specified above of the last day of such fiscal year and a statement of earnings from the Leased Property Company’s Annual Report on Form 10-K for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection (together with the operation of Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Leased Property); Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant’s certificate described in clause (iiB) separate statementsabove, certified as true and correct by shall be deemed to satisfy 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 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 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.Section 7.1(b);

Annual Statements. Within ninety (90) within 105 days after the end of each fiscal year of their respective fiscal yearsthe Guarantor, duplicate copies of, (i) a copy consolidated balance sheet of the Consolidated Financials Guarantor and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of operations, stockholders’ equity and cash flows of the Guarantor 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 previous fiscal 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 independent certified public accountants acceptable of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the 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 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 circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default insofar as they relate to the Lessor financial and certified as true and correct by the Lessee or the applicable Sublesseeaccounting matters, as the case may be (and, without limiting anything else contained hereinif they are aware that any such condition or event then exists, specifying the Consolidated Financials for the Lessee nature and for each such Sublessee shall include a detailed balance sheet for Leased Property as period of the last day existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such fiscal year and a statement accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of earnings from the Leased Property Guarantor’s Annual Report on Form 10-K for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection (together with the operation of Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Leased Property); Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant’s certificate described in clause (iiB) separate statementsabove, certified as true and correct by shall be deemed to satisfy 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 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 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.Section 7.1(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 any 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 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 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 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 deliver promptly 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 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. (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 such 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 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, 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 within the earlier of (90x) 105 days or (y) the date by which the Borrower is required to file Form 10-K with the SEC (without giving effect to any extensions beyond the originally-required reporting date), after the end of each fiscal year of their respective fiscal yearsthe Borrower, a copy of, (i) a copy consolidated balance sheet of the Consolidated Financials for each of (x) the Lessee Borrower and (y) any Sublessee for the preceding fiscal yearits Subsidiaries, 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 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 end of such fiscal year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the respective areas demised thereunderBorrower and its Subsidiaries, for such fiscal year, setting forth, in each case in comparative form, the names figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion of independent certified public accountants of recognized national standing (without a “going concern” or like qualification, exception or explanatory paragraph and without any qualification, exception or explanatory paragraph as to the scope of such audit except, in each case, if such qualification, exception or explanatory paragraph is related solely to an upcoming maturity date of any Indebtedness incurred under this Agreement or the ABL Credit Agreement), which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Sublessees thereundercompanies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, provided that the respective expiration dates delivery within the time period specified above of the Borrower’s Annual Report on Form 10-K for such fiscal year (together with the Borrower’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 filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 6.01(b) so long as there is no “going concern” or like qualification, exception or explanatory paragraph is provided therein except as otherwise permitted above, provided, further, that the Borrower shall be deemed to have made such delivery 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.Form 10-K if it shall have timely made Electronic Delivery thereof;

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 such 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 indirectly, for any Sublesseefailure to obtain knowledge of any Default or Event of Default (or, as 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 such 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 any 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) 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 Xxxxxxx, 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 such 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 AIG 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 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.guidelines);

Annual Statements. Within ninety (90i) for the fiscal year ended December 31, 2022, within one hundred twenty (120) days after the end of such fiscal year, duplicate copies of: (A) a consolidated balance sheet of each of the Ultimate Parent, the APAF Borrower and APAFII and their respective Subsidiaries as at the end of such year, and (B) the related consolidated statements of income, changes in shareholders’ equity and cash flows of the Ultimate Parent, the APAF Borrower and APAFII and their respective Subsidiaries for such year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness or (2) any actual or prospective breach of any financial covenant contained in any Indebtedness permitted hereunder (including the financial covenants under Section 11.15))) on which such opinion is based of independent public accountants of recognized national standing, which opinion shall state that such annual financial statements present fairly, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such 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 circumstances; (C) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year; and (D) the related unaudited consolidated statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such year, all in reasonable detail, prepared in accordance with GAAP applicable to unaudited annual financial statements generally, and a certificate from a Senior Financial Officer certifying that (1) such statements fairly present, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows and (2) the Borrower does not own any assets other than its Equity Interests in each of APAF Borrower, APAFII and APAFIII and does not have any liabilities other than those arising under the Revolving Facility; and (ii) (A) to the extent that no Loans and Letters of Credit are outstanding under the Revolving Facility and the Borrower has no other Indebtedness outstanding, in each case, as of December 31, 2022, commencing with the fiscal year ended December 31, 2023 or (B) otherwise, commencing with the fiscal year ended December 31, 2022, within one hundred twenty (120) 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 duplicate copies of: (A) a consolidated balance sheet of the Borrower and audited byits Subsidiaries as at the end of such year, and (B) the related consolidated statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such year, setting forth in each case in comparative form, commencing with the second fiscal year after which financial statements are delivered pursuant to this Section 9.1(b)(ii), the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the unqualified documentation governing any Indebtedness or (2) any actual or prospective breach of any financial covenant contained in any Indebtedness permitted hereunder (including the financial covenants under Section 11.15))) on which such opinion of, is based 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 (andwhich opinion shall state that such annual financial statements present fairly, without limiting anything else contained hereinin all material respects, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as financial position of the last day companies being reported on 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 the operation of the Leased Property); (ii) separate statementssuch financial statements has been made in accordance with generally accepted auditing standards, 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 that such Sublessee, as the case may be, is in default audit provides a reasonable basis for such opinion 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 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 Lessorcircumstances.

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 any 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

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 such 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 any 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 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 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; 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 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) 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 such 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 any 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) within 120 days after the end of each fiscal year of their respective the Borrower, commencing with the fiscal yearsyear ending September 30, 2009, duplicate copies of, (i) a copy consolidated balance sheet of the Consolidated Financials Borrower and its Restricted Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Borrower and its Restricted 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 and audited byall in reasonable detail, prepared in accordance with GAAP, and with the accompanied by: (1) an unqualified opinion of, thereon of independent certified public accountants acceptable to of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the Lessor financial position of the companies being reported upon and certified as true their results of operations and correct by cash flows and have been prepared in conformity with GAAP, and that the Lessee examination of such 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 circumstances, and (2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or the applicable Sublesseeevent that then constitutes a Default, as the case may be (and, without limiting anything else contained hereinif they are aware that any such condition or event then exists, specifying the Consolidated Financials for the Lessee nature and for each such Sublessee shall include a detailed balance sheet for Leased Property as period of the last day existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default unless such fiscal year and a statement of earnings from accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that if the Leased Property Borrower’s Annual Report on Form 10-K for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection (together with the operation Borrower’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 filed with the SEC is required to be delivered within a shorter time period, then the Borrower’s compliance with the requirements of this Section 5.01(b) (other than the Leased Propertyaccountant’s certificate described in clause (2) above which may be delivered within said 120-day period); , must be satisfied by complying with such shorter time period (ii) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, subject 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 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.Borrower’s compliance with Section 5.04);

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 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; 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 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) as soon as practicable and in any event within 90 days after the end of each fiscal year, consolidated statements of their respective fiscal yearsincome, cash flows and stockholders' equity of the Company and its Restricted Subsidiaries for such year, and a consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding consolidated figures from the preceding annual audit, all in reasonable detail, prepared in accordance with GAAP, satisfactory in form to the Required Holders, and accompanied (i) a copy by an opinion thereon 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 of recognized international standing, which opinion shall state that such financial statements present fairly, in all material respects, the Lessor financial position of the companies being reported upon and certified as true their results of operations and correct by cash flows and have been prepared in conformity with GAAP, and that the Lessee examination of such 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 circumstances, and (ii) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or the applicable Sublesseeevent that then constitutes a Default or an Event of Default, as the case may be (and, without limiting anything else contained hereinif they are aware that any such condition or event then exists, specifying the Consolidated Financials for the Lessee nature and for each such Sublessee shall include a detailed balance sheet for Leased Property as period of the last day existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such fiscal year and a statement accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit) ; PROVIDED, HOWEVER, that delivery pursuant to Section 7.1(d) below of earnings from copies of the Leased Property Annual Report on Form 10-K of the Company for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection filed with the operation Securities and Exchange Commission and Annual Report to Stockholders shall be deemed to satisfy the requirements of the Leased Property); (iithis Section 7.1(b) separate statements, certified as true and correct by the Lessee and each Sublessee, stating whether, if such Annual Reports contain consolidated financial statements only with regard to the best of the signer's knowledge Company 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 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.its Restricted Subsidiaries;

Annual Statements. Within ninety (90) within 90 days after the end of each Fiscal Year of their respective fiscal yearsthe Guarantor, duplicate copies of, (i) a copy consolidated balance sheet of the Consolidated Financials for each Guarantor and its Subsidiaries, as at the end of (x) the Lessee and (y) any Sublessee for the preceding fiscal such year, certified and (ii) consolidated statements of income, changes in partners’ capital and audited bycash flows of the Guarantor and its Subsidiaries, for such year, prepared in accordance with GAAP, and accompanied by: (1) an opinion thereon of independent public auditors of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the unqualified examination of such auditors 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 ofin the circumstances, (2) a report of such auditors stating that they have reviewed Section 8 of this Guaranty and the associated definitions in Schedule B to the Note Purchase Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such certificate shall be limited to the items that independent certified public accountants acceptable auditors customarily cover in such certificates pursuant to the Lessor professional standards and customs in their profession); and (3) an unaudited consolidated balance sheet of the Guarantor and its Subsidiaries as at the end of such year, and an unaudited consolidated statement of income, changes in partners’ capital and cash flows of the Guarantor and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to such annual financial statements generally, and certified by a Senior BGC Partners, Inc. Guaranty Financial Officer as true and correct by the Lessee or the applicable Sublesseefairly presenting, as the case may be (and, without limiting anything else contained hereinin all material respects, the Consolidated Financials for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as financial position of the last day companies being reported on and their results of such fiscal year operations 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 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.cash flows;

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 any SublesseeSublessee (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 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 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 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 any 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 such 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 any Sublesseeother 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 Mortgagor shall, within one hundred twenty (90120) ----------------- days after the end of each fiscal year of their respective fiscal yearsMortgagor, deliver to Mortgagee (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 Mortgagee and certified as true and correct by the Lessee or the applicable Sublesseeprepared on a tax reporting basis, as the case may be showing in detail (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such Sublessee shall include 1) a detailed balance sheet for Leased Property of Mortgagor as of the last day of such fiscal year and year, (2) a statement of earnings from the Leased Property of Mortgagor 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 operations of the Leased Property)Mortgagor; (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 the independent certified accountants engaged to perform the annual audits referred to above, directed to the management of the Lessee or any Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses cash flow statement for Mortgagor; and (ivb) a statement certified as true and correct signed by Mortgagor 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 Mortgagee. Mortgagee will be added as addressee to any and all statements and certifications, and provided with copies of any and all financial statements, prepared by or for Mortgagor and/or Marriott Hotel Services, Inc. with respect to the LessorSecurity. In addition, Mortgagor agrees upon request to provide Mortgagee (no more frequently than monthly) with a Current Property Report of Periodic Profit and Loss with respect to the Security, which report shall be certified on an annual basis by the chief financial officer or a financial or accounting vice president of Marriott Hotel Services, Inc. Notwithstanding anything herein to the contrary, for so long as the Mortgagor originally herein named shall be Mortgagor hereunder and there shall be no Event of Default, under any of the Loan Documents, then in lieu of the opinion from certified public accountants, Mortgagee will accept financial statements containing the information set forth in the preceding two paragraphs, in form and substance satisfactory to Mortgagee signed by Mortgagor's chief accounting officer or authorized general partner. Mortgagee shall afford any information received pursuant to this Section 34 the same degree of confidentiality that Mortgagee affords similar information proprietary to Mortgagee; provided, however, that Mortgagee does not in any way warrant or represent that such information received from Mortgagor will remain confidential, and, provided further, that Mortgagee shall have the unconditional right to disclose, as necessary, any such information in the event Mortgagee sells, transfers, conveys, or assigns the Mortgage or any portion of the Indebtedness.

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 such 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 any Sublesseeother 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, 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 any 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) 90 days after the end of each fiscal year of their respective fiscal yearsthe Borrower, duplicate copies of: (i) a copy consolidated and consolidating balance sheets of the Consolidated Financials Borrower and its Subsidiaries as at the end of such year, and (ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows of the Borrower 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 previous fiscal year, certified and audited byall in reasonable detail, prepared in accordance with GAAP, and with accompanied, (1) in the unqualified case of the consolidated statements, by an opinion of, thereon of independent certified public accountants acceptable of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the 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 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 circumstances, and (2) in the case of the consolidating statements, either certified by a Senior Financial Officer as fairly stating, or accompanied by a report thereon by such accountants containing a statement 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 hereineffect that such consolidating financial statements fairly state, the Consolidated Financials financial position and the results of operations and cash flows of the companies being reported upon in all material respects in relation to the consolidated financial statements for the Lessee and for each such Sublessee shall include periods indicated as a detailed balance sheet for Leased Property as whole; provided that the delivery within the time period specified above of the last day of such fiscal year and a statement of earnings from the Leased Property Borrower's Annual Report on Form 10 - K for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection (together with the operation Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a - 3 under the Exchange Act) prepared in accordance with the requixxxxxxx xxxxxxxx xxx xxxxx xxxh the Securities and Exchange Commission shall be deemed to satisfy the requirements of the Leased Property); clauses (i) and (ii) separate statements, certified as true of this Section 5.18(b); provided further that if such Form 10 - K does not contain consolidating information for the Borrower and correct by the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiryits Subsidiaries, the Lessee or Borrower shall also deliver to each such Sublessee, as holder the case may be, is consolidating information described in default in the performance or observance of any of the terms of this Lease or any of the other Lease Documents Section 5.18(b); and, if so, specifying all such defaults, the nature thereof and the steps being taken to immediately remedy the same; (iii) a copy certificate of all letters from such accountants stating that in making the independent certified accountants engaged to perform the annual audits referred to aboveexamination for such report, directed to the management of the Lessee or any Sublessee, as the case may be, regarding the existence they have obtained no knowledge of any reportable conditions Default or material weaknesses Event of Default, or, if they have obtained knowledge of any Default or Event of Default, specifying the nature and (iv) a statement certified as true period of existence thereof and correct by the Lessee setting forth all Subleases as of action 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 Borrower has taken or proposes to such Subleases as may be reasonably requested by the Lessortake with respect thereto.

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 such 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 Sublesseefailure to obtain knowledge of any Default or Event of Default (or, as in the case may beof a Qualified Lessee, regarding any default or event of default under the existence of any reportable conditions applicable Lease) 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) promptly, and in any event, within 120 days after the end of each fiscal year of their respective fiscal yearsthe Company, duplicate copies of, (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 previous fiscal year, certified and audited byall in reasonable detail, prepared in accordance with GAAP, and with the unqualified accompanied by (A) an opinion ofthereon of Xxxxx, Xxxxxxx & Co., Ltd. or any other independent certified public accountants acceptable to of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the Lessor financial position of the companies being reported upon and certified as true their results of operations and correct by cash flows and have been prepared in conformity with GAAP, and that the Lessee examination of such 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 circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or the applicable Sublesseeevent that then constitutes a Default or an Event of Default, as the case may be (and, without limiting anything else contained hereinif they are aware that any such condition or event then exists, specifying the Consolidated Financials for the Lessee nature and for each such Sublessee shall include a detailed balance sheet for Leased Property as period of the last day existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such fiscal year and a statement accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), PROVIDED that the delivery within the time period specified above of earnings from the Leased Property Company's Annual Report on Form 10-K for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection (together with the operation of Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Leased Property); Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (iiB) separate statementsabove, certified as true and correct by shall be deemed to satisfy 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 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 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.Section 7.1(b);

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 such 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 any 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) within 120 days after the end of each fiscal year of their respective fiscal yearsthe Company, duplicate copies of, (i) a copy consolidated balance sheets of the Consolidated Financials Company and its Subsidiaries, and of the Company and the Restricted Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, shareholders' equity and cash flows of the Company and its Subsidiaries, and of the Company and the Restricted 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 and audited byall in reasonable detail, prepared in accordance with GAAP, and with the unqualified accompanied by (A) an opinion of, thereon of independent certified public accountants acceptable to of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the Lessor consolidated financial position of the companies being reported upon and certified as true their consolidated results of operations and correct by cash flows and have been prepared in conformity with GAAP, and that the Lessee examination of such 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 circumstances, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or the applicable Sublesseeevent that then constitutes a Default or an Event of Default, as the case may be (and, without limiting anything else contained hereinif they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), PROVIDED that, so long as no Unrestricted Subsidiaries existed at any time during the periods covered by such financial statements, the Consolidated Financials for delivery within the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as time period specified above of the last day of such fiscal year and a statement of earnings from the Leased Property Company's Annual Report on Form 10-K for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred prepared in connection accordance with the operation of requirements therefor and filed with the Leased Property); Securities and Exchange Commission, together with the accountant's certificate described in clause (iiB) separate statementsabove, certified as true and correct by shall be deemed to satisfy 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 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 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.Section 7.1(b);

Annual Statements. Within ninety within 90 days (90or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Senior Credit Agreement or the date on which such corresponding financial statements are delivered under the Senior Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each Fiscal Year of their respective fiscal yearsthe Company, duplicate copies of (i) a copy consolidated balance sheet and statement of cash flows of the Consolidated Financials Company and its Subsidiaries as at the end of such Fiscal Year, and (ii) a consolidated statement of income of the Company and its Subsidiaries for such Fiscal 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 accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the unqualified scope of the audit on which such opinion of, is based) 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 (andwhich opinion shall state that such financial statements present fairly, without limiting anything else contained hereinin all material respects, the Consolidated Financials for the Lessee and for each such 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 the operation standards of the Leased PropertyPublic Company Accounting Oversight Board (United States); (ii) separate statements, certified as true and correct by that such audit provides a reasonable basis for such opinion in the Lessee and each Sublesseecircumstances, stating whether, to provided that the best delivery within the time period specified above of the signer's knowledge Company’s 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 Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and belief after making due inquiryfiled with the SEC, shall be deemed to satisfy the Lessee or such Sublessee, as the case may be, is in default in the performance or observance of any of the terms requirements of this Lease or any of Section 7.1(b), provided, further, that the other Lease Documents and, if so, specifying all Company shall be deemed to have made 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 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 delivery 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.Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. Within ninety (90) The Borrower will furnish to the Lenders as soon as available and in any event within 120 days after the end of each fiscal year, the Borrower's Annual Report on Form 10-K under the Securities Exchange Act of their respective 1934, as amended for such fiscal yearsyear, (i) a copy of the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee including comparative figures for the preceding fiscal year, certified and audited accompanied by, and with the : (i) unqualified opinion of, reports or certificates of Ernst & Young LLP (or independent certified public accountants acceptable of recognized standing reasonably satisfactory to the Lessor and certified as true and correct by the Lessee or the applicable SublesseeAgent), as the case which may be (andincluded in the Form 10-K referred to above, without limiting anything else to the effect that they have audited the financial statements contained hereintherein in accordance with GAAP and that such financial statements present fairly, in 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 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 periods covered thereby in connection conformity with the operation of the Leased Property); GAAP; (ii) separate statementsthe statement of such accountants that they have caused this Agreement to be reviewed and that in the course of their audit of the Borrower and its 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 of any Default under Sections 6.5 through 6.15 or, certified if such is not the case, specifying such Default or possible Default and the nature thereof, it being understood that the examination of such accountants cannot be relied upon to give them knowledge of any such Default except as true and correct it relates to accounting or auditing matters; (iii) a certificate of the Borrower signed by a Financial Officer substantially in the form of Exhibit 6.4.1 (a) to the effect that such officer has caused this Agreement to be reviewed by the Lessee Borrower and each Sublesseehas no knowledge of any Default, stating whetheror if such officer has such knowledge, to specifying such Default and the best of nature thereof, and what action the signer's knowledge and belief after making due inquiry, the Lessee or such SublesseeBorrower or, as the case may be, its Subsidiary has taken, is taking or proposes to take with respect thereto, (b) stating what changes, if any, have occurred in default in GAAP since the performance or observance of any date of the terms of this Lease or any of the other Lease Documents andfinancial statements described in Section 7.2.1, 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 any Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (ivc) containing a statement certified as true and correct by the Lessee setting forth all Subleases schedule of computations demonstrating, as of the last day close of such fiscal year, compliance with the respective areas demised thereunderComputation Covenants; and (iv) supplements to Exhibits 7.1 and 7.4 showing any changes in the information set forth in such Exhibits during such fiscal year, 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 including whether any Subsidiary previously listed as may be reasonably requested by the Lessor"Dormant" on Exhibit 7.1 has commenced any business operations.

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 such 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 any 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 promptly after the same are available and in any event within 90 days (90or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) days with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of their respective fiscal yearsthe Company, duplicate copies of (i) a copy A 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 previous fiscal year, certified all in reasonable detail, prepared in accordance with GAAP and audited accompanied by (A) an opinion thereon of an independent registered public accounting firm of recognized international standing without any Impermissible Qualification, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit of such registered public accounting firm was performed in accordance with the unqualified standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion ofin the circumstances, independent certified and (B) a report of such registered public accounting firm accountants acceptable stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.15 (until the Release Date with respect to any covenant included therein), 10.3, 10.4, 10.12 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to the Lessor Lender, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and certified as true and correct by UTi Worldwide Inc. Nedbank Facilities Agreement provided that the Lessee or delivery within 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 time period specified above of the last day of such fiscal year and a statement of earnings from the Leased Property Company’s Form 10-K for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection (together with the operation 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 filed with the SEC, together with the accountants’ report described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b), provided further that the Leased Property); (ii) separate statementsCompany shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, certified as true and correct by in which event the Lessee and each Sublessee, stating whether, to the best of the signer's knowledge and belief after making due inquiryCompany shall separately deliver concurrently with such Electronic Delivery, 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 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.Accountants’ Certificate;

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, Xxxxxx, 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 any 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) As soon as available and in any event ----------------- within 90 days after the end of each fiscal year of their respective fiscal yearsthe Borrower, (i) a copy consolidated balance sheet of the Consolidated Financials for each of (x) the Lessee Borrower 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 its Restricted Subsidiaries as of the last day end of such fiscal year and a statement the related consolidated statements of earnings from the Leased Property for such fiscal year showingoperations, among other things, all rents changes in stockholders' equity and other income therefrom and all expenses paid or incurred in connection with the operation cash flows of the Leased Property); (ii) separate statements, certified as true Borrower 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 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 its Restricted Subsidiaries for such fiscal year, setting forth in each case in comparative form the respective areas demised thereunderfigures as of the end of and for the previous fiscal year, all in reasonable detail and accompanied by an opinion thereon of independent certified public accountants of recognized national standing selected by the Borrower and reasonably satisfactory to the Required Lenders, which opinion shall not be made in reliance upon the opinion of any other accountant (except for opinions of other independent certified public accountants in respect of financial statements of a Person which shall have become a Subsidiary or the assets of which shall have been acquired by the Borrower or a Subsidiary during such fiscal year), shall not contain any qualification as to scope, and shall state that such financial statements present fairly, in all material respects, the names financial position of the Sublessees thereundercompanies being reported on and their results of operations and their cash flows in conformity with GAAP, that the audit of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and that such accountants believe such audit provides a reasonable basis for such opinion and (ii) comparable consolidated financial statements of JPF and its Subsidiaries as at the end of and for such fiscal year, prepared in the same manner as such consolidated financial statements of the Borrower and its Restricted Subsidiaries and accompanied by an opinion thereon of independent certified public accountants meeting the requirements therefor, mutatis mutandis, set forth in the foregoing ------- -------- subdivision (b)(i); provided that, (A) the delivery within the time -------- period specified above (or, if later, within five days of timely filing with the Commission) of JPF's Annual Report on Form 10-K (together with JPF's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) for any fiscal year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of subdivision (ii) of this Section 4(b) for such year so long as such Annual Report contains the applicable opinions and other information required by this Section 4(b), and (B) together with the consolidated financial statements of the Borrower and its Restricted Subsidiaries furnished pursuant to this Section 4(b) in respect of each fiscal year, the respective expiration dates Borrower will also furnish comparable consolidated financial statements as at the end of and for such Subleasesyear (which need not be accompanied by an opinion thereon of independent accountants), prepared in accordance with GAAP and certified by the principal financial officer of the Borrower as fairly presenting, in all material respects, the respective rentals provided for thereinfinancial position of the companies being reported on and the results of their operations and cash flows except as to the absence of footnotes, of the Borrower and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.all of its Subsidiaries;

Annual Statements. Within ninety (90) days after stating that the signatories thereto have reviewed the terms of the Agreements and of the Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and conditions of the Company and its Subsidiaries during the accounting period covered by such financial statements, and that such review has not disclosed the existence during or at the end of each such accounting period, and that such signatories do not have knowledge of their the existence as at the date of such Officers' Certificate, of any condition or event which constitutes a Default or an Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company has taken or is taking or proposes to take with respect thereto; (ii) setting forth (a) as of the date of the consolidated balance sheet included in such financial statements, (1) the respective fiscal yearsamounts of Consolidated Net Worth, the Net Worth Minimum, Funded Debt outstanding under the Credit Agreement, Consolidated Funded Debt, Consolidated Current Debt, Total Capitalization, and Consolidated Tangible Assets and (2) the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries secured by Liens permitted by subdivision (g), (h), (i) a copy or (j) of SECTION 6.4, and the Consolidated Financials aggregate principal amount outstanding for each Subsidiary of Subsidiary Secured Debt, (xb) the Lessee respective amounts of Consolidated Net Income Available for Fixed Charges and Consolidated Fixed Charges for the Coverage Period with respect to the Determination Date occurring on the date of such consolidated balance sheet (and showing Consolidated Interest Expense and Long Term Lease Rentals accrued for such Coverage Period), and (yC) the highest aggregate amount of Long Term Lease Rentals for which the Company and its Subsidiaries shall be liable in any Sublessee for one fiscal year (including the preceding then current and each future 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 highest aggregate amount thereof 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 which all such defaultsSubsidiaries (shown separately) shall be liable, the nature thereof under all Long Term Leases; 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 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 facts or computations in reasonable detail demonstrating compliance during and at the last day end of such fiscal yearaccounting period with the covenants and restrictions contained in SECTIONS 6.2, the respective areas demised thereunder6.3, the names of the Sublessees thereunder6.4, the respective expiration dates of such Subleases6.5, the respective rentals provided for therein6.9, 6.10 and such other information pertaining to such Subleases as may be reasonably requested by the Lessor.6.12;

Annual Statements. Within ninety (90) within 90 days after the end of each fiscal year of their respective fiscal yearsthe Public Hub Company, duplicate copies of: (i) a copy consolidated balance sheet of the Consolidated Financials Public Hub Company and the Restricted Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Public Hub Company and the Restricted 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 and audited byall in reasonable detail, prepared in accordance with GAAP, and with the unqualified accompanied by: (1) an opinion of, thereon of independent certified public accountants acceptable to of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the Lessor financial position of the companies being reported upon and certified as true their results of operations and correct by cash flows and have been prepared in conformity with GAAP, and that the Lessee examination of such 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 circumstances, and (2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or the applicable Sublesseeevent that then constitutes a Default or an Event of Default, as the case may be (and, without limiting anything else contained hereinif they are aware that any such condition or event then exists, specifying the Consolidated Financials for the Lessee nature and for each such Sublessee shall include a detailed balance sheet for Leased Property as period of the last day existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such fiscal year and a statement accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), PROVIDED that the delivery within the time period specified above of earnings from the Leased Property Public Hub Company's Annual Report on Form 10-K for such fiscal year showing, among other things, all rents and other income therefrom and all expenses paid or incurred in connection (together with the operation Public Hub 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 filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (2) above, shall be deemed to satisfy the requirements of this SECTION 7.1(B), so long as such Annual Reports to shareholders and such Forms 10-K together contain annual statements reflecting the financial position and results of operations 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 Public Hub Company 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 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 Restricted Subsidiaries for 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.years;

Annual Statements. 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 the Real Property for such quarter and year-to-date (b) within ninety (90) days after the end of each calendar year, (a) a reviewed balance sheet and (b) a statement of revenues and expenses for the Real Property and Grantor, certified as true and correct by the chief financial officer of the general partner of Grantor; (c) Within ninety (90) days after the end of each of their respective fiscal yearscalendar year, annual capital expenditure summaries for the Real Property; and (id) 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 copy written request therefor, a balance sheet and year-to-date operating statements for the Real Property certified by the chief financial officer of the Consolidated Financials for each general partner of (x) the Lessee Grantor. Grantor also agrees to reasonably cooperate with Beneficiary and (y) any Sublessee for the preceding fiscal year, certified Beneficiary’s loan servicer in providing information and audited by, and with the unqualified opinion of, independent certified public accountants acceptable access 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 Real 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 annual inspection of the Leased Real Property, or such other inspections as Beneficiary may reasonably require. Notwithstanding the provisions of subsection (a) above, Beneficiary agrees that subsection (a) 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 (a) 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); (ii) separate statements. In connection therewith, certified Grantor agrees that Beneficiary shall be entitled to disclose, as true and correct by the Lessee and each Sublessee, stating whetherBeneficiary 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 deliver promptly 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 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 35 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 any 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 (i) Until consummation of the IPO, and thereafter only to the extent the financial statements of T-Two are not consolidated with those of NMLP, within ninety (90) days after the close of each fiscal year of T-Two, the consolidated statements of financial condition of T-Two as at the end of such fiscal year and the related consolidated statements of income and retained earnings and statements of changes in financial position for such fiscal year, in each of their respective fiscal yearscase, (i) a copy of commencing with the Consolidated Financials for each of (x) the Lessee and (y) any Sublessee Fiscal Year ending December 31, 2005, setting forth comparative for the preceding fiscal yearyear and certified by Imowitz, certified and audited byXxxxxx & Co. LLP, and with the unqualified opinion ofDeloitte Touche, LLP or such other independent certified public accountants of recognized national standing reasonably acceptable to the Lessor Administrative Agent, in each case together with a report of such accounting firm stating that in the course of its regular audit of the financial statements of such Party, 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 certified is continuing or, if in the opinion of such accounting firm such a Default or Event of Default has occurred and is continuing, a statement as true to the nature thereof; such financial statements to include and correct to be supplemented by such detail and supporting data and schedules as Administrative Agent may from time to time reasonably determine; (ii) Periodic Statements Until consummation of the Lessee or IPO, and thereafter only to the applicable Sublesseeextent the financial statements of T-Two are not consolidated with those of NMLP, within sixty (60) days after the close of each Fiscal Quarter (except for the quarter ending on December 31), the following: (i) the consolidated statements of financial condition of T-Two, internally prepared in accordance with GAAP, consistently applied, as at the case may be (and, without limiting anything else contained herein, end of such quarterly period and the Consolidated Financials related consolidated statements of income and retained earnings and statements of changes in financial position for such quarterly period and for the Lessee and for each such Sublessee shall include a detailed balance sheet for Leased Property as elapsed portion of the Fiscal Year ended with the last day of such quarterly period, in each case commencing with the Fiscal Year ending December 31, 2005, setting forth comparative figures for the related periods in the prior fiscal year and a statement of earnings from the Leased Property for such fiscal year showingyear, among other thingssubject to normal year-end audit adjustments, all rents in form and other income therefrom manner of presentation acceptable to Administrative Agent, such financial statements to include and all expenses paid or incurred in connection with to be supplemented by such detail and supporting data and schedules as Administrative Agent may from time to time reasonably determine, including, without limitation, a certification as to the operation Aggregate DPO as of the Leased Property); such quarter end, (ii) separate statementsan Officer’s Certificate from T-Two certifying that such financial statements are true, 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 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 thereinaccurate, and such other information pertaining to such Subleases as may be reasonably requested by the Lessorcomplete in all material respects and that no Default or Event of Default has occurred and is continuing.

Annual Statements. Within ninety (90i) Parent Annual Statements — within 90 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Parent’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Parent is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each of their respective fiscal years, (i) a copy year of the Consolidated Financials for each Parent, duplicate copies of: (A) an annual report containing consolidated statements 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 financial condition 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 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 end of such fiscal year, and consolidated statements of operations, cash flows from operating activities and fee-related earnings for the respective areas demised thereunderParent for the year then ended, prepared in accordance with GAAP, which shall be accompanied by a report and an unqualified opinion under generally accepted auditing standards of independent certified public accountants of recognized standing selected by Parent and reasonably satisfactory to the Required Holders (it being agreed that any of the “Big Four” are reasonably satisfactory) (which opinion shall be without (1) a “going concern” or like qualification or exception (other than any relating to near-term debt maturity or to actual or potential non-compliance with a financial covenant), (2) any qualification or exception as to the scope of such audit, or (3) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the names effect of which would be to cause any noncompliance with the provisions of Section 10.7); (B) a reconciliation (that may be part of the Sublessees thereunderfinancial statements) prepared by a Senior Financial Officer of the Parent and indicating the differences between (x) the statement of financial condition, statement of operations, cash flows from operating activities and fee-related earnings referred to in immediately preceding clause (A) above and (y) the unaudited statement of financial condition and statement of operations of the Obligors and their consolidated Subsidiaries on a Stand Alone Basis in respect of such year and, unless otherwise separately provided, as between such consolidated Subsidiaries, a reconciliation between the Subsidiaries of the Obligors and any Person that is not a Subsidiary of an Obligor; (C) a reconciliation (that may be part of the financial statements) prepared by a Senior Financial Officer of the Parent and indicating the differences between (x) the cash flows from operating activities attributable to the Parent referred to in clause (A) above in this Section 7.1(b)(i) and (y) the cash flows from operating activities attributable to the Company for such period; and (D) a reconciliation (that may be part of the financial statements) prepared by a Senior Financial Officer of the Parent and indicating the differences between (x) the fee-related earnings attributable to the Parent referred to in clause (A) above in this Section 7.1(b)(i) and (y) the fee-related earnings attributable to the Company for such period; and (ii) Company Annual Statements — if any holder of a Note notifies the Company in writing before the end of any fiscal year of the Company that it requires annual financial statements of the Company for such fiscal year as a result of any request from, or requirement by, the respective expiration dates NAIC, then the Company shall, within 120 days (or such shorter period ending on the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of such Subleasesfiscal year of the Company, duplicate copies of: (A) an annual report containing consolidated statements of financial condition as of the end of such fiscal year, and consolidated statements of operations, cash flows from operating activities and fee-related earnings for the Company for the year then ended, prepared in accordance with GAAP, which shall be accompanied by a report and an unqualified opinion under generally accepted auditing standards of independent certified public accountants of recognized standing selected by the Company and reasonably satisfactory to the Required Holders (it being agreed that any of the “Big Four” are reasonably satisfactory) (which opinion shall be without (1) a “going concern” or like qualification or exception (other than any relating to near-term debt maturity or to actual or potential non-compliance with a financial covenant), (2) any qualification or exception as to the scope of such audit, or (3) any qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the respective rentals provided for therein, and such other information pertaining effect of which would be to such Subleases as cause any noncompliance with the provisions of Section 10.7); and (B) a reconciliation (that may be reasonably requested part of the financial statements) prepared by a Senior Financial Officer of the Lessor.Company and indicating the differences between (x) the statement of financial condition, statement of operations, cash flows from operating activities and fee-related earnings referred to in immediately preceding clause (A) above and (y) the unaudited statement of financial condition and statement of operations of the Obligors and their consolidated Subsidiaries on a Stand Alone Basis in respect of such year and, unless otherwise separately provided, as between such consolidated Subsidiaries, a reconciliation between the Subsidiaries of the Obligors and any Person that is not a Subsidiary of an Obligor;

Annual Statements. Within ninety (90i) within 90 days after the end of each fiscal year of their respective fiscal yearsthe Company, duplicate copies of, (iA) a copy consolidated balance sheet of the Consolidated Financials for each of (x) the Lessee Company 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 Sublesseeits Subsidiaries, as at 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 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 end of such fiscal year, and (B) consolidated statements of earnings and cash flows of the respective areas demised thereunderCompany and its Subsidiaries, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with U.S. GAAP, and accompanied by (X) an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent chartered accountants of recognized international standing, which opinion shall state that such financial statements present fairly, in all material respects, the names financial position of the Sublessees thereundercompanies being reported upon and their earnings and cash flows and have been prepared in conformity with U.S. GAAP, and that the examination of such 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 circumstances and (Y) so long as such certificate is delivered to any of the Banks, the respective expiration dates 2003 Noteholders or the 2013 Noteholders, a certificate of such Subleasesaccountants stating that they have reviewed this Agreement and the other Financing Documents and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the respective rentals nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); and (ii) together with the financial statements referred to in the foregoing subclause (i), (A) unaudited duplicate copies of such financial statements prepared on a basis that excludes Unrestricted Entities from the consolidation and (B) the Company’s annual business plan and financial projections, including unaudited profit and loss statements, cash-flow statements, balance sheets and projected capital expenditures for the fiscal year then begun (such business plan and financial projections not to be prepared in a manner nor contain any statement which is inconsistent with U.S. GAAP); provided that the delivery within the time period specified above of the Company’s Annual Report on Form 40-F for therein, such fiscal year prepared in accordance with the requirements therefor and such other information pertaining filed with the United States Securities and Exchange Commission shall be deemed to such Subleases as may be reasonably requested by satisfy the Lessor.requirements of Section 7.1(b)(i);

Annual Statements. Within Grantor shall, within ninety (90) days after the end of each fiscal year of their respective fiscal yearsGrantor, deliver to Grantee (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 Grantee 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 together with any "Notes to Financial Statements", showing in detail (and, without limiting anything else contained herein, the Consolidated Financials for the Lessee and for each such 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; (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 any Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses and (iv3) a statement certified as true of cash flow and correct accounts receivable for the Security; and (b) a statement 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 Grantee. Grantee hereby approves the Lessorcertified public accounting firm of Imowitz, Xxxxxx & Co., LLP. In addition, Grantor agrees upon request from time to time to furnish Grantee (i) with unaudited quarterly cash flow reports for the Security within forty-five (45) days after the end of each fiscal year quarter, (ii) with current rent rolls for the Security, and (iii) with a proforma income statement and current expense statement for the current and prior year by January 15 of the current year. If Grantor omits to prepare and deliver promptly any report required by this Section, Grantee may elect, in addition to exercising any remedy for an Event of Default as provided for in this Deed, to make an audit of all books and records of Grantor and its beneficiaries, including without limitation 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 Grantee. 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 set forth herein. Grantee shall afford any information received pursuant to this Section the same degree of confidentiality that Grantee affords similar information proprietary to Grantee; provided, however, that Grantee does not in any way warrant or represent that such information received from Grantor will remain confidential, and, provided further, that Grantee shall have the unconditional right to disclose, as necessary, any such information in the event Grantee sells, transfers, conveys, or assigns the Deed or any portion of the Indebtedness.

Annual Statements. Within ninety (90) 120 days after following the end of each fiscal year of their respective fiscal yearsIPG: (a) the audited Consolidated and, (i) a copy in the event that the total EBITDA of the Consolidated Financials Unrestricted Subsidiaries is in the aggregate greater than 5% of the EBITDA for each of (x) the Lessee and (y) any Sublessee for the preceding such fiscal year, Adjusted Consolidated balance sheets of IPG and each other member of the Restricted Group, as at the end of such year and the related Consolidated and, if applicable, Adjusted Consolidated, statements of earnings and changes in financial position for such fiscal year, along with IPG's calculation of Excess Cash Flow (if required by Section 9.2 for such fiscal year), together with comparative figures for the immediately preceding year, the whole as certified and audited by, and with the unqualified opinion of, without qualification by a reputable firm of independent certified public chartered accountants acceptable to the Lessor Agent, together with comparative figures for the immediately preceding year, and certified as true and correct by the Lessee or the applicable Sublessee, as the case any audited statements of any Restricted Subsidiary which may be prepared; and (andb) a certificate of a Senior Financial Officer setting forth the information necessary to determine whether IPG has complied with the covenants contained in Section 13.11, 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 showingcertifying, among other thingsmatters set forth in Schedule "Q" hereto, that each of IPG, LLC and the Borrowers is in compliance with all rents of its covenants hereunder and other income therefrom and all expenses paid that no Default or incurred in connection with Event of Default has come to the operation attention of the Leased Property); (ii) separate statementsSenior Financial Officer of IPG signing the certificate, 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, or if a Default has occurred and is continuing, or if an Event of Default has occurred, setting out the Lessee relevant particulars thereof, the period of existence thereof and what action IPG has taken or such Sublesseeproposes to take with respect thereto, and as to certain other matters set forth in Schedule "Q" hereto, the case may be, is in default whole substantially 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 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 Lessorform set out in Schedule "Q" hereto.

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 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 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 any 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) 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, and of the Company and the Restricted 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 Subsidiaries, and of the Company and the Restricted 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 Xxxxxxx, 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 such 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 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.guidelines);

Annual Statements. Within As soon as practicable after the end of each fiscal year of Borrower, and in any event no later than ninety (90) days after the end of each of their respective fiscal yearsthereafter, duplicate copies of: (i) a copy consolidated balance sheet of Borrower and its subsidiaries and affiliates as at the Consolidated Financials for each end of (x) the Lessee and (y) any Sublessee for the preceding such fiscal year, certified and (ii) a consolidated statement of income of Borrower and audited by, its subsidiaries 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 affiliates 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 an annual sales report for such fiscal year showingall Pledged Intervals, 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 consolidated 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 any Sublessee, as the case may be, regarding the existence of any reportable conditions or material weaknesses Borrower and its subsidiaries and affiliates during such fiscal year, (iv) a statement certified as true and correct by the Lessee setting forth all Subleases as of the last day material changes of accounting policies, presentations or principles during such fiscal year, the respective areas demised thereunder, the names and (v) notes to such financial statements. Each of the Sublessees thereunderabove shall have been audited and prepared in accordance with GAAP by an independent certified public accounting firm, selected by Borrower and acceptable to Lender, in reasonable detail and shall set forth, in each case, in comparative form the respective expiration dates figures for the previous fiscal year, and shall be certified as complete and correct by an officer or member of Borrower. The above financial statements shall be accompanied by a certificate of an officer or member of Borrower, which certificate shall be acceptable to Lender and shall, without qualification, state that such financial statements fairly present the financial condition of Borrower and have been prepared consistently with past practices. In addition, Borrower shall, within one hundred twenty (120) days of the end of the fiscal year deliver to Lender similar annual financial statements for the Silverleaf Club and the Orlando Breeze Resort Club. In the event that the aforesaid annual financial statements are not in form and content satisfactory to Lender, in its sole determination, Borrower shall, within ninety (90) days of the receipt of Lender's written request therefor, deliver to Lender duplicate copies of the aforesaid financial statements together with an unqualified opinion thereon of an independent certified public accounting firm, selected by Borrower and satisfactory to Lender, which opinion shall state that such financial statements present fairly the financial condition of 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 Subleasesfinancial statements by such accountants has been made in accordance with generally accepted auditing standards, and accordingly included such tests of 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 such Subleases as may be reasonably requested by the LessorLender.

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 such 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 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.Section 5.1(b);