Common use of BOOKS AND RECORDS; FINANCIAL REPORTING Clause in Contracts

BOOKS AND RECORDS; FINANCIAL REPORTING. Borrower shall keep adequate records and books of account with respect to its business activities, in which proper entries are made that are sufficient to prepare financial statements in accordance with GAAP; and furnish to Bank: (1) as soon as available, and in any event within 90 days after the end of each Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and stockholders' equity for such Fiscal Year, on consolidated basis for Borrower and its Subsidiaries, which consolidated statements shall be audited and certified (without qualification as to going concern or scope of audit and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards in the United States) by a firm of independent certified public accountants of recognized standing selected by Borrower and reasonably acceptable to Bank (it being understood that KPMG LLP is acceptable to Bank), and shall set forth in comparative form corresponding figures for the preceding Fiscal Year; (2) as soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters in any Fiscal Year, unaudited balance sheets as of the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on consolidated basis for Borrower and its Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of Borrower as prepared in accordance with GAAP and fairly presenting in all material respects the financial position and results of operations for Borrower and its Subsidiaries for such Fiscal Quarter and period, subject to normal year‑end adjustments and the absence of footnotes; (3) concurrently with delivery of financial statements under clauses (1) and (2) above, or more frequently if requested by Bank while a Default or Event of Default exists, a Compliance Certificate executed by the chief financial officer or treasurer of Borrower; (4) concurrently with delivery of financial statements under clause (1) above, copies of all management letters and other material reports submitted to Borrower by its accountants in connection with such financial statements; (5) not later than 75 days after the end of each Fiscal Year, projections of Borrower's consolidated balance sheets, results of operations and cash flow for the next Fiscal Year, quarter by quarter; (6) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that Borrower has made generally available to its shareholders; and copies of any regular, periodic and special reports or registration statements or prospectuses that Borrower files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange (excluding listing applications and other routine reports filed with any securities exchange); and (7) no later than thirty (30) days after Bank's request therefor, such other reports and information (financial or otherwise) as Bank may request from time to time in connection with the Mortgaged Property or Borrower's financial condition or business, which reports and information shall be accurate as of a date no earlier than sixty (60) days prior to Bank's request; Documents required to be delivered pursuant to clauses (1), (2) or (6) (to the extent such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically, shall be deemed to have been delivered on the date on which such documents are posted on Borrower's behalf on an Internet or intranet website, if any, to which Bank has access (whether a commercial, third-party website or whether sponsored by Bank); provided that Borrower shall notify Bank (by telecopier or electronic mail) of the posting of any such documents and shall deliver paper copies of such documents to Bank upon request; (

BOOKS AND RECORDS; FINANCIAL REPORTING. Borrower shall keep adequate books and records and books of account with respect to its business activities, in which proper entries are made that are sufficient to prepare financial statements in accordance with GAAP; , or in accordance with other methods proposed by Borrower and acceptable to Lender in its reasonable discretion, consistently applied and furnish to Bank: Lender: (1a) as soon as availablequarterly certified rent rolls signed and dated by Borrower, detailing the names of all Tenants of the Improvements, the portion of Improvements occupied by each Tenant, the base rent and any other charges payable under each Lease and the term of each Lease, including the expiration date, and in any event other information as is reasonably required by Lender, within 90 sixty (60) days after the end of each Fiscal Yearfiscal quarter (defined as March, balance sheets as June and September); (b) a quarterly operating statement of the end Property and year to date operating statements detailing the total revenues received, total expenses incurred, total cost of such Fiscal Year all capital improvements, total debt service and the related statements of incometotal cash flow, cash flow and stockholders' equity for such Fiscal Year, on consolidated basis for Borrower and its Subsidiaries, which consolidated statements shall to be audited and certified (without qualification as to going concern or scope of audit and shall state that such consolidated financial statements fairly present, prepared in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity accordance with GAAP and that certified by Borrower in the audit form required by Lender (Lender agreeing such accountants statements substantially in the form submitted to Lender in connection with the closing of the Loan shall be acceptable, or such consolidated financial statements has been made in accordance with generally accepted auditing standards in the United States) by a firm of independent certified public accountants of recognized standing selected other form proposed by Borrower and reasonably acceptable to Bank (it being understood that KPMG LLP is acceptable to Bank), Lender) and shall set forth in comparative form corresponding figures for the preceding Fiscal Year; (2) as soon as if available, and in any event quarterly operating statement prepared by an independent certified public accountant, within 45 days after the end of each of the first three Fiscal Quarters in any Fiscal Year, unaudited balance sheets as of the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on consolidated basis for Borrower and its Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of Borrower as prepared in accordance with GAAP and fairly presenting in all material respects the financial position and results of operations for Borrower and its Subsidiaries for such Fiscal Quarter and period, subject to normal year‑end adjustments and the absence of footnotes; (3) concurrently with delivery of financial statements under clauses (1) and (2) above, or more frequently if requested by Bank while a Default or Event of Default exists, a Compliance Certificate executed by the chief financial officer or treasurer of Borrower; (4) concurrently with delivery of financial statements under clause (1) above, copies of all management letters and other material reports submitted to Borrower by its accountants in connection with such financial statements; (5) not later than 75 days after the end of each Fiscal Year, projections of Borrower's consolidated balance sheets, results of operations and cash flow for the next Fiscal Year, quarter by quarter; (6) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that Borrower has made generally available to its shareholders; and copies of any regular, periodic and special reports or registration statements or prospectuses that Borrower files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange (excluding listing applications and other routine reports filed with any securities exchange); and (7) no later than thirty (30) days after Bank's request therefor, such other reports and information (financial or otherwise) as Bank may request from time to time in connection with the Mortgaged Property or Borrower's financial condition or business, which reports and information shall be accurate as of a date no earlier than sixty (60) days after the close of each fiscal quarter (defined as March, June and September) of Borrower; (c) an annual balance sheet and profit and loss statement of Borrower in the form required by Lender, prepared and certified by Borrower, as the case may be, or if required by Lender during an Event of Default, audited financial statements for Borrower prepared by an independent certified public accountant acceptable to Lender and Guarantor’s Form 10-K, in each case within one hundred twenty (120) days after the close of each fiscal year of Borrower and the Guarantor, as the case may be; provided, however, Guarantor’s timely submission of Guarantor’s Form 10-K to the Securities Exchange Commission or the appropriate successor Governmental Authority shall satisfy Guarantor’s obligations under this Section 5.1.6(c); and (d) an annual operating budget presented on a monthly basis consistent with the annual operating statement described above for the Property including all proposed capital replacements and improvements at least fifteen (15) days prior to Bank's request; Documents required to be delivered pursuant to clauses (1), (2) or (6) (to the extent such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically, shall be deemed to have been delivered on the date on which such documents are posted on Borrower's behalf on an Internet or intranet website, if any, to which Bank has access (whether a commercial, third-party website or whether sponsored by Bank); provided that Borrower shall notify Bank (by telecopier or electronic mail) start of the posting of any such documents and shall deliver paper copies of such documents to Bank upon request; (each calendar year.

BOOKS AND RECORDS; FINANCIAL REPORTING. Borrower shall keep adequate records and books of account with respect to its business activities, in which proper entries are made that are sufficient to prepare financial statements in accordance with GAAP; and furnish to Bank: : (1) as soon as available, and in any event within 90 days after the end of each Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and stockholders' equity for such Fiscal Year, on consolidated basis for Borrower and its Subsidiaries, which consolidated statements shall be audited and certified (without qualification as to going concern or scope of audit and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards in the United States) by a firm of independent certified public accountants of recognized standing selected by Borrower and reasonably acceptable to Bank (it being understood that KPMG LLP is acceptable to Bank), and shall set forth in comparative form corresponding figures for the preceding Fiscal Year; ; (2) as soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters in any Fiscal Year, unaudited balance sheets as of the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on consolidated basis for Borrower and its Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of Borrower as prepared in accordance with GAAP and fairly presenting in all material respects the financial position and results of operations for Borrower and its Subsidiaries for such Fiscal Quarter and period, subject to normal year‑end adjustments and the absence of footnotes; ; (3) concurrently with delivery of financial statements under clauses (1) and (2) above, or more frequently if requested by Bank while a Default or Event of Default exists, a Compliance Certificate executed by the chief financial officer or treasurer of Borrower; ; (4) concurrently with delivery of financial statements under clause (1) above, copies of all management letters and other material reports submitted to Borrower by its accountants in connection with such financial statements; ; (5) not later than 75 days after the end of each Fiscal Year, projections of Borrower's consolidated balance sheets, results of operations and cash flow for the next Fiscal Year, quarter by quarter; ; (6) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that Borrower has made generally available to its shareholders; and copies of any regular, periodic and special reports or registration statements or prospectuses that Borrower files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange (excluding listing applications and other routine reports filed with any securities exchange); and and (7) no later than thirty (30) days after Bank's request therefor, such other reports and information (financial or otherwise) as Bank may request from time to time in connection with the Mortgaged Property or Borrower's financial condition or business, which reports and information shall be accurate as of a date no earlier than sixty (60) days prior to Bank's request; Documents required to be delivered pursuant to clauses (1), (2) or (6) (to the extent such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically, shall be deemed to have been delivered on the date on which such documents are posted on Borrower's behalf on an Internet or intranet website, if any, to which Bank has access (whether a commercial, third-party website or whether sponsored by Bank); provided that Borrower shall notify Bank (by telecopier or electronic mail) of the posting of any such documents and shall deliver paper copies of such documents to Bank upon request; (;

BOOKS AND RECORDS; FINANCIAL REPORTING. Borrower shall keep adequate books and records and books of account with respect to its business activities, in which proper entries are made that are sufficient to prepare financial statements in accordance with GAAP; GAAP or IFRS, or in accordance with other methods acceptable to Lender in its sole discretion, consistently applied and furnish to Bank: Lender (1which may be furnished in electronic format): (a) as soon as availablequarterly certified rent rolls signed and dated by Borrower, detailing the names of all tenants of the Improvements, the portion of Improvements occupied by each tenant, the base rent and any other charges payable under each Lease and the term of each Lease, including the expiration date, and in any event other information as is reasonably required by Lender, within 90 forty-five (45) days after the end of each Fiscal Year, balance sheets as fiscal quarter; (b) a quarterly operating statement of the end Property and quarterly year-to-date operating statements detailing the total revenues received, total expenses incurred, total cost of such Fiscal Year all capital improvements, total debt service and the related statements of incometotal cash flow, cash flow and stockholders' equity for such Fiscal Year, on consolidated basis for Borrower and its Subsidiaries, which consolidated statements shall to be audited prepared and certified by Borrower (without qualification as to going concern or scope of audit being true and shall state that such consolidated financial statements fairly present, correct in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards ) in the United States) form reasonably required by a firm of Lender, and if Borrower has obtained the same (although Borrower has no obligation to do so), any quarterly operating statement prepared by an independent certified public accountants of recognized standing selected by Borrower and reasonably acceptable accountant, within thirty to Bank sixty (it being understood that KPMG LLP is acceptable 30 to Bank), and shall set forth in comparative form corresponding figures for the preceding Fiscal Year; (260) as soon as available, and in any event within 45 days after the end close of each fiscal quarter of the first three Fiscal Quarters in any Fiscal Year, unaudited Borrower; (c) an annual balance sheets as of the end of such Fiscal Quarter sheet and the related statements of income profit and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on consolidated basis for Borrower and its Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer loss statement of Borrower as prepared and presented in accordance with GAAP or IFRS (or in such other form reasonably acceptable to Lender), prepared and fairly presenting certified by Borrower (as being true and correct in all material respects respects), as the financial position and results of operations for Borrower and its Subsidiaries for such Fiscal Quarter and period, subject to normal year‑end adjustments and the absence of footnotes; (3) concurrently with delivery of financial statements under clauses (1) and (2) abovecase may be, or more frequently if requested required by Bank while a Default or Lender at any time during which an Event of Default exists, a Compliance Certificate executed by the chief financial officer or treasurer of Borrower; (4) concurrently with delivery of audited financial statements under clause for Borrower and Liable Party prepared by an independent certified public accountant acceptable to Lender within one hundred twenty (120) days after the close of each fiscal year of Borrower and Liable Party, as the case may be; (d) an annual operating budget presented on a monthly basis consistent with the annual operating statement described above for the Property including cash flow projections for the upcoming one (1) above, copies of year period and all management letters proposed capital replacements and other material reports submitted to Borrower by its accountants in connection with such financial statements; improvements at least fifteen (5) not later than 75 days after the end of each Fiscal Year, projections of Borrower's consolidated balance sheets, results of operations and cash flow for the next Fiscal Year, quarter by quarter; (6) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that Borrower has made generally available to its shareholders; and copies of any regular, periodic and special reports or registration statements or prospectuses that Borrower files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange (excluding listing applications and other routine reports filed with any securities exchange); and (7) no later than thirty (30) days after Bank's request therefor, such other reports and information (financial or otherwise) as Bank may request from time to time in connection with the Mortgaged Property or Borrower's financial condition or business, which reports and information shall be accurate as of a date no earlier than sixty (6015) days prior to Bank's request; Documents required to be delivered pursuant to clauses the start of each calendar year (1), (2) or (6) (to the extent such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically, shall be deemed to have been delivered on the date on which such documents are posted on Borrower's behalf on an Internet or intranet website, if any, to which Bank has access (whether a commercial, third-party website or whether sponsored by Bank); provided that Borrower shall notify Bank (by telecopier or electronic mail) of the posting of not be required to obtain Lender’s approval with respect to any such documents and shall deliver paper copies budget in the absence of such documents a continuing Event of Default); (e) any financial statements required pursuant to Bank upon request; (the Guaranty, if any.

BOOKS AND RECORDS; FINANCIAL REPORTING. Borrower shall keep adequate books and records and books of account with respect to its business activities, in which proper entries are made that are sufficient to prepare financial statements in accordance with GAAP; GAAP or tax basis accounting (or another commonly used industry standard of accounting acceptable to Lender), or in accordance with other methods acceptable to Lender in its sole discretion, consistently applied and furnish to Bank: Lender: (1a) as soon as availablequarterly certified rent rolls signed and dated by Borrower, detailing the names of all Tenants of the Improvements, the portion of Improvements occupied by each Tenant, the base rent and any other charges payable under each Lease and the term of each Lease, including the expiration date, and in any event other information as is reasonably required by Lender, within 90 thirty (30) days after the end of each Fiscal Year, balance sheets as calendar quarter; (b) a quarterly operating statement of the end Property and year to date operating statements detailing the total revenues received, total expenses incurred, total cost of such Fiscal Year all capital improvements, total debt service and the related statements of incometotal cash flow, cash flow and stockholders' equity for such Fiscal Year, on consolidated basis for Borrower and its Subsidiaries, which consolidated statements shall to be audited prepared and certified (without qualification as to going concern or scope of audit by Borrower, and shall state that such consolidated financial statements fairly presentif available, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP and that the audit any quarterly operating statement prepared by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards in the United States) by a firm of an independent certified public accountants of recognized standing selected by Borrower and reasonably acceptable to Bank (it being understood that KPMG LLP is acceptable to Bank)accountant, and shall set forth in comparative form corresponding figures for the preceding Fiscal Year; (2) as soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters in any Fiscal Year, unaudited balance sheets as of the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on consolidated basis for Borrower and its Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of Borrower as prepared in accordance with GAAP and fairly presenting in all material respects the financial position and results of operations for Borrower and its Subsidiaries for such Fiscal Quarter and period, subject to normal year‑end adjustments and the absence of footnotes; (3) concurrently with delivery of financial statements under clauses (1) and (2) above, or more frequently if requested by Bank while a Default or Event of Default exists, a Compliance Certificate executed by the chief financial officer or treasurer of Borrower; (4) concurrently with delivery of financial statements under clause (1) above, copies of all management letters and other material reports submitted to Borrower by its accountants in connection with such financial statements; (5) not later than 75 days after the end of each Fiscal Year, projections of Borrower's consolidated balance sheets, results of operations and cash flow for the next Fiscal Year, quarter by quarter; (6) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that Borrower has made generally available to its shareholders; and copies of any regular, periodic and special reports or registration statements or prospectuses that Borrower files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange (excluding listing applications and other routine reports filed with any securities exchange); and (7) no later than thirty (30) days after Bank's request thereforthe close of each calendar quarter of Borrower; (c) an annual balance sheet and profit and loss statement of Borrower, such other reports prepared and information certified by Borrower, as the case may be, or if required by Lender, audited financial statements for Borrower and Liable Party, if any, prepared by an independent certified public accountant acceptable to Lender, within ninety (financial or otherwise90) days after the close of each fiscal year of Borrower and Liable Party, if any, as Bank the case may request from time to time in connection be; (d) a draft annual operating budget presented on a monthly basis, consistent with the Mortgaged annual operating statement described above, for the Property or Borrower's financial condition or businessincluding cash flow projections for the upcoming one (1) year period and all proposed capital replacements and improvements at least fifteen (15) days prior to the start of each calendar year, which reports and information shall with a final annual operating budget to be accurate as of a date no earlier than delivered within sixty (60) days after the beginning of such calendar year; notwithstanding the foregoing, during any time in which a Cash Management Event exists, such annual operating budget shall be subject to the approval of Lender. Pending Lender’s approval of such budget, the prior year’s annual operating budget shall remain in effect, adjusted to Bank's reflect actual increases in Impositions, Premiums and utility expenses; (e) the most recent third party appraisal of the Property in Borrower’s possession (if available, and only upon Lender’s request); Documents and (f) any financial statements required to be delivered pursuant to clauses (1), (2) or (6) (to the extent such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically, shall be deemed to have been delivered on the date on which such documents are posted on Borrower's behalf on an Internet or intranet website, if any, to which Bank has access (whether a commercial, third-party website or whether sponsored by Bank); provided that Borrower shall notify Bank (by telecopier or electronic mail) of the posting of any such documents and shall deliver paper copies of such documents to Bank upon request; (Guaranty.