Common use of Covenants Regarding Financial Statements Clause in Contracts

Covenants Regarding Financial Statements. Borrower shall cause to be furnished to Lender, (i) no later than 120 days after the end of each fiscal year, the unqualified, audited financial statements of Borrower as of the end of such year (which financial statements shall not contain any “going concern” exception or any exception relating to scope of review, except for any going concern exception attributable to the Borrower’s perceived need to raise additional capital), (ii) no later than 30 days after the end of each month unaudited interim financial statements of Borrower as of the end of such month, certified, on behalf of Borrower and not in any personal capacity, by Borrower’s chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAP, each containing consolidated and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal year to date, consolidated and consolidating balance sheets as at the last day of such month and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to date, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereof, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, and any revisions thereto and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be prepared in accordance with GAAP; provided, however, non-audited interim financial statements need not include financial notes. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lender.

Covenants Regarding Financial Statements. Borrower shall cause to be furnished to Lender, (i) the audited fiscal year end financial statements of Borrower no later than 120 days after the related fiscal year end of each (except for fiscal yearyear ending December 31, 2004, Borrower shall furnish the unqualified, audited financial statements of Borrower as of the end of such no later than 225 days after fiscal year (which financial statements shall not contain any “going concern” exception or any exception relating to scope of reviewending December 31, except for any going concern exception attributable to the Borrower’s perceived need to raise additional capital2004), (ii) the internally prepared monthly financial statements of Borrower (and of any guarantor), certified by Borrower's (or such guarantor's) chief financial officer, no later than 30 days after the end of each related month unaudited interim financial statements of Borrower as of the end of such month, certified, on behalf of Borrower and not in any personal capacity, by Borrower’s chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAPend, each containing consolidated and consolidating a profit and loss statements for the month then ended statement, balance sheet and for Borrower’s fiscal year to date, consolidated and consolidating balance sheets as at the last day of such month and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to dateflows, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereof, and (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, and any revisions thereto and (vi) such other financial and business information statements of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be prepared in accordance with GAAP; providedgenerally accepted accounting principles, however, non-audited interim financial statements need not include financial notesconsistently applied. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, to any legal actions material adverse change in or proceedings pending, related to the Collateral or to its knowledgeBorrower's credit standing, threatened in writingfinancial condition, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilegemanagement and/or business prospects. Financial statements may be delivered via electronic mail to the Lender.

Covenants Regarding Financial Statements. Borrower shall cause to be furnished to Lender, Xxxxxxxx and Goldshtein ---------------------------------------- (i) no later than 120 days after the end of each fiscal yearcollectively, the unqualified"Covenantors") hereby each covenant to Lanstar as follows: ----------- EXHIBIT A - INDIVIDUALS' REPRESENTATIONS, audited ---------------------------------------- WARRANTIES, COVENANTS AND INDEMNITIES - Page 1 of 5 Pages. ------------------------------------- (A) The auditors of Lanstar shall be allowed complete access to the books and records of MG TK, SWM and SMI for the purpose of preparing tax returns and financial statements for Lanstar for any period ending on or before October 31, 1997, for which such information is relevant in the reasonable judgment of Lanstar's auditors. Management of MG TK, SWM and SMI shall give management representations considered necessary in the reasonable judgment of Lanstar's auditors, which representations shall be accurate and complete. In the event of violation of this Section (3), the Signatories to this Agreement agree that damages to Lanstar would be impossible to calculate and an insufficient remedy. Therefore, upon any breach or threatened breach of this provision, the Signatories to this Agreement agree that Lanstar shall be entitled to seek specific performance and/or injunctive relief of this provision in a court of competent jurisdiction. (B) The Covenantors agree to reasonably cooperate with Lanstar in the future in connection with any securities filing, investigation, audit, administrative proceeding, collection action or other administrative action to which Lanstar may be or become subject. (C) SMI shall furnish unaudited financial statements of Borrower as of SMI to Lanstar's auditors for the end of such year (nine-month period ending September 30, 1997, and for the ten-month period ending October 31, 1997, which financial statements shall not contain any “going concern” exception or any exception relating to scope of reviewwill be accurate, except for any going concern exception attributable to the Borrower’s perceived need to raise additional capital), (ii) no later than 30 days after the end of each month unaudited interim financial statements of Borrower as of the end of such month, certified, on behalf of Borrower correct and not in any personal capacity, by Borrower’s chief financial officer to the effect that such financial statements present fairly complete in all material respects the financial condition and results of operations of the Borrower in accordance with GAAP, each containing consolidated and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal year to date, consolidated and consolidating balance sheets as at the last day of such month and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to date, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereof, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, and any revisions thereto and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be will have been prepared in accordance with GAAP; providedgenerally accepted accounting principles, howeverapplied on a consistent basis throughout the periods indicated. Each balance sheet will present fairly the financial condition of SMI as of the dates indicated thereon, non-audited interim and each income statement and statement of operations will present fairly the results EXHIBIT A - INDIVIDUALS' REPRESENTATIONS, ---------------------------------------- WARRANTIES, COVENANTS AND INDEMNITIES - Page 2 of 5 Pages. ------------------------------------- of operations of SMI for the periods indicated thereon. None of such financial statements, as of the dates and the periods thereof, will misstate or omit to state any liability, absolute or contingent, the omission of which renders such financial statements need not include financial notes. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lendermisleading.

Covenants Regarding Financial Statements. Borrower (A) The auditors of Lanstar shall cause be allowed complete access to the books and records of MG TK, SWM and SMI for the purpose of preparing tax returns and financial statements for Lanstar for any period ending on or before October 31, 1997, for which such information is relevant in the reasonable judgment of Lanstar's auditors. Management of MG TK, SWM and SMI shall give management representations considered necessary in the reasonable judgment of Lanstar's auditors, which representations shall be furnished to Lender, accurate and complete. In the event of violation of this Section (i) no later than 120 days after the end of each fiscal year12), the unqualifiedSignatories to this Agreement agree that damages to Lanstar would be impossible to calculate and an insufficient remedy. Therefore, audited upon any breach or threatened breach of this provision, the Signatories to this Agreement agree that Lanstar shall be entitled to seek specific performance and/or injunctive relief of this provision in a court of competent jurisdiction. (B) The Covenantors agree to reasonably cooperate with Lanstar in the future in connection with any securities filing, investigation, audit, administrative proceeding, collection action or other administrative action to which Lanstar may be or become subject. STOCK PURCHASE AGREEMENT - Page 9 of 21 Pages ------------------------ (C) SMI shall furnish unaudited financial statements of Borrower SMI to Lanstar's auditors for the nine-month period ending September 30, 1997, and for the ten-month period ending October 31, 1997, which statements will be accurate, correct and complete in all respects and will have been prepared in accordance with generally accepted accounting principles, applied on a consistent basis throughout the periods indicated. Each balance sheet will present fairly the financial condition of SMI as of the end dates indicated thereon, and each income statement and statement of such year (which financial statements shall not contain any “going concern” exception or any exception relating to scope of review, except for any going concern exception attributable to the Borrower’s perceived need to raise additional capital), (ii) no later than 30 days after the end of each month unaudited interim financial statements of Borrower as of the end of such month, certified, on behalf of Borrower and not in any personal capacity, by Borrower’s chief financial officer to the effect that such financial statements operations will present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAP, each containing consolidated and consolidating profit and loss statements SMI for the month then ended and for Borrower’s fiscal year to date, consolidated and consolidating balance sheets as at the last day periods indicated thereon. None of such month and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to date, (iii) summary monthly bank financial statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery as of the dates and the periods thereof, will misstate or omit to state any liability, absolute or contingent, the omission of which renders such financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereof, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, and any revisions thereto and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be prepared in accordance with GAAP; provided, however, non-audited interim financial statements need not include financial notes. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lendermisleading.

Covenants Regarding Financial Statements. Borrower shall cause to be furnished to Lender, (i) no later than 120 days after the end of each fiscal year, the unqualified, audited fiscal year end financial statements of Borrower as of the end of such year (which financial statements shall not contain any “going concern” exception (other than such exception if based upon (i) the history of accumulated losses and related impact upon the amount of cash shown on the financial statements of Borrower, (ii) the need to raise additional financing or (iii) the impending maturity (not in excess of 120 days) of the second tranche Loan in 2017) or any exception relating to scope of review) no later than June 30 of the subsequent fiscal year, except for any going concern exception attributable provided that Borrower shall provide to Lender unaudited annual financial statements no later than 90 days after the Borrower’s perceived need to raise additional capital)fiscal year end, (ii) no later than 30 days after the end of each month unaudited interim calendar month, the internally prepared monthly financial statements of Borrower as of the end of such monthBorrower, certified, on behalf of Borrower and not in any personal capacity, certified by Borrower’s chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAPofficer, each containing consolidated and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal year to date, consolidated and consolidating balance sheets as at the last day of such month and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to date, each of which will be presented in a trending monthly format with fiscal year to date subtotals, (iii) summary iii)summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereofhereto, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, plan and any revisions thereto thereto; (vi) copies of materials provided to Borrower’s Board of Directors in connection with regular and special meetings thereof (excluding any materials subject to attorney-client privilege and attorney work-product); (vii) updated capitalization tables, together with any amendments or restatements of the certificate of incorporation or investor rights agreement of Borrower promptly following each round of equity or convertible debt issuance by Borrower, and (viviii) such other financial and business information of Borrower as Lender may reasonably requirerequire (excluding any materials subject to attorney-client privilege and attorney work-product), including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be prepared in accordance with GAAP; provided, however, nonexcept for normal year-audited end adjustments and the absence of footnotes in unaudited interim financial statements need not include financial notesstatements. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lender.

Covenants Regarding Financial Statements. Borrower (A) Mortgagor shall cause to be furnished to Lenderkeep true books of record and account in which full, (i) no later than 120 days after the end of each fiscal year, the unqualified, audited financial statements of Borrower as of the end of such year (which financial statements shall not contain any “going concern” exception or any exception relating to scope of review, except for any going concern exception attributable to the Borrower’s perceived need to raise additional capital), (ii) no later than 30 days after the end of each month unaudited interim financial statements of Borrower as of the end of such month, certified, on behalf of Borrower true and not in any personal capacity, by Borrower’s chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower correct entries in accordance with GAAP, each containing consolidated sound accounting practice and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal principles applied on a consistent basis from year to date, consolidated and consolidating balance sheets as at year shall be made of all dealings or transactions with respect to the Property. (1) Mortgagor shall deliver to Mortgagee: (A) Within sixty (60) days after the last day of each fiscal year of the Mortgagor during the term of the Note, unaudited annual financial reports prepared on a cash basis, including balance sheets, income statements and cash flow statements covering the operation of the Property, the financial condition of Mortgagor for the previous fiscal year, all certified to Mortgagee to be complete, correct and accurate by the individual, managing general partner, manager or chief financial officer of the party whom the report concerns; In the event that the Mortgagor is an entity other than Ag-Chem Equipment Co., Inc., then the financial reports required in this paragraph shall be required for Mortgagor's general partner(s), shareholder(s), member(s) and such month principals of the Mortgagor as Mortgagee may from time to time designate, in addition to Mortgagor. (B) If available, within thirty (30) days after receipt by Mortgagor, original annual audit reports of an independent certified public accountant prepared in accordance with generally accepted accounting principles containing an unqualified opinion, including balance sheets, income statements and cash flow statements covering the operation of the Property and the financial condition of the Mortgagor for the previous fiscal year. In the event that Mortgagor is an entity other than Ag-Chem Equipment Co., Inc., then the annual audit reports required in this paragraph shall be required for Mortgagor's general partner(s), shareholder(s), member(s), and such principals of the Mortgagor as Mortgagee may from time to time designate, in addition to Mortgagor. (2) At the request of Mortgagee from time to time (but no more often than once in each fiscal quarter of the Mortgagor during the term of the Note), Mortgagor shall also deliver to Mortgagee unaudited financial reports prepared on a cash basis, including balance sheets, income statements and cash flow statements covering the operation of the Property and the financial condition of the Mortgagor for the previous fiscal quarter, a portfolio analysis report covering the operation of all properties of which Mortgagor is the owner or a general partner of the owner, setting out a cash flow statement (including debt service payments) for each such property, and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to date, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery current rent roll of the financial statements required Property, all certified to Mortgagee to be delivered complete, correct and accurate by Section 7.3(iithe individual, managing general partner, member or chief financial officer of the party whom the report concerns. In the event that Mortgagor is an entity other than Ag-Chem Equipment Co., Inc., then the financial reports required in this paragraph shall cover the financial condition of Mortgagor's general partner(s), a monthly Compliance and Disclosure Certificateshareholder(s), substantially in the form of Exhibit A attached hereto and made a part hereof, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if anymember(s), and such principals of the Mortgagor as Mortgagee may from time to time request, in addition to the Mortgagor, and the portfolio analysis report shall cover the operation of all properties of which Mortgagor or any revisions thereto of Mortgagor's general partners, shareholder(s), member(s), or principals designated by Mortgagee is the owner or a general partner of the owner. (3) All reports shall include, without limitation, balance sheets and (vi) such other financial statements of income and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders andpartner's equity, if applicable, required to be provided to shareholders setting forth in each case in comparative form the figures for the previous fiscal quarter or year, as the case may be. The interim quarterly reports shall also include a breakdown of all categories of revenues and expenses, and any supporting schedules and data requested by the Securities and Exchange CommissionMortgagee. Each set of annual or quarterly financial statement reports or quarterly rent rolls delivered to be furnished to Lender must be prepared in accordance with GAAP; provided, however, non-audited interim financial statements need not include financial notes. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided Mortgagee pursuant to this Section 7.3 section 1.14 shall also be accompanied by a certificate of the chief financial officer or the managing general partner or the member of Mortgagor, stating whether any condition or event exists or has existed during the period covered by the annual or quarterly reports which then constituted or now constitutes an Event of Default under the Note or this Mortgage, and if any such condition or event then existed or now exists, specifying its nature and period of existence and what Mortgagor did or proposes to do with respect to such condition or event. (C) In the disclosure would result event such statements are not in a waiver form reasonably acceptable to Mortgagee or Mortgagor fails to furnish such statements and reports, then Mortgagee shall have the immediate and absolute right to audit the respective books and records of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lenderthe Property and Mortgagor at the expense of Mortgagor.

Covenants Regarding Financial Statements. Borrower shall cause to be furnished to Lender, , (i) no later the unqualified (other than 120 days after the end of each fiscal year, the unqualifieda “going-concern” qualification), audited fiscal year end financial statements of Borrower as of the end of such year (which financial statements shall not contain any “going concern” exception or any exception relating to scope of review, except for any going concern exception attributable to ) no later than 150 days after the Borrower’s perceived need to raise additional capital), related fiscal year end, (ii) no later than 30 days after the end of each related month unaudited interim end, the internally prepared monthly financial statements of Borrower as of the end of such monthBorrower, certified, on behalf of Borrower and not in any personal capacity, certified by Borrower’s chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAPofficer, each containing consolidated and and, upon Lender’s reasonable request, consolidating profit and loss statements for the month then ended and for Borrower’s fiscal year to date, consolidated and and, upon Lender’s reasonable request, consolidating balance sheets as at the last day of such month and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to date, , (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, , (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereof, , (v) promptly upon Borrower’s Board of Directors approval thereofafter becoming available, copies of Borrower’s annual operating plan, if any, plan and any revisions thereto and and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be prepared in accordance with GAAP; provided, however, nonexcept for normal year-audited end adjustments and the absence of footnotes in unaudited interim financial statements need not include financial notesstatements. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, writing against Borrower (other than actions such as trade xxxx oppositions for which Borrower in its reasonable belief determines the potential exposure is de minimis) or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lender.

Covenants Regarding Financial Statements. Borrower (A) Mortgagor shall cause to be furnished to Lenderkeep true books of record and account in which full, (i) no later than 120 days after the end of each fiscal year, the unqualified, audited financial statements of Borrower as of the end of such year (which financial statements shall not contain any “going concern” exception or any exception relating to scope of review, except for any going concern exception attributable to the Borrower’s perceived need to raise additional capital), (ii) no later than 30 days after the end of each month unaudited interim financial statements of Borrower as of the end of such month, certified, on behalf of Borrower true and not in any personal capacity, by Borrower’s chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower correct entries in accordance with GAAP, each containing consolidated sound accounting practice and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal principles applied on a consistent basis from year to date, consolidated and consolidating balance sheets as at year shall be made of all dealings or transactions with respect to the Property. (1) Mortgagor shall deliver to Mortgagee: (a) within ninety (90) days after the last day of each fiscal year of the Mortgagor during the term of the Note, unaudited annual financial reports prepared on an accrual basis, including balance sheets, income statements and cash flow statements covering the operation of the Property, the financial condition of Mortgagor, Mortgagor's general partners(s), shareholder(s), member(s) and such month principals of the Mortgagor as Mortgagee may from time to time designate, for the previous fiscal year, all certified to Mortgagee to be complete, correct and accurate by the individual, managing general partner, manager or chief financial officer of the party whom the report concerns; and (b) if available, within thirty (30) days after receipt by Mortgagor, original annual audit reports of an independent certified public accountant prepared in accordance with generally accepted accounting principles containing an unqualified opinion, including balance sheets, income statements and cash flow statements covering the operation of the Property and the financial condition of the Mortgagor, Mortgagor's general partner(s), shareholder(s), member(s) and such principals of the Mortgagor as Mortgagee may from time to time designate, for the previous fiscal year; (2) If, in Mortgagee's reasonable opinion, the loan to value ratio is then seventy-five percent (75%) or greater, Mortgagor shall also deliver, within thirty (30) days of Mortgagee's request from time to time (but no more often than once in each fiscal quarter of the Mortgagor during the term of the Note), unaudited financial reports prepared on an accrual basis, including balance sheets, income statements and cash flow statements covering the operation of the Property and the financial condition of the Mortgagor, Mortgagor's general partner(s), shareholder(s), member(s) and such principals of the Mortgagor as Mortgagee may from time to time request, for the previous fiscal quarter and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to date, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery current rent roll of the financial statements required Property, all certified to Mortgagee to be delivered complete, correct and accurate by Section 7.3(ii)the individual, a monthly Compliance managing general partner or chief financial officer of the party whom the report concerns. (3) All reports shall include, without limitation, balance sheets and Disclosure Certificate, substantially in the form statements of Exhibit A attached hereto income and made a part hereof, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, and any revisions thereto and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders andpartner's equity, if applicable, required to be provided to shareholders setting forth in each case in comparative form the figures for the previous fiscal quarter or year, as the case may be. The interim quarterly reports shall also include a breakdown of all categories of revenues and expenses, and any supporting schedules and data requested by the Securities and Exchange CommissionMortgagee. Each set of annual or quarterly financial statement reports or quarterly rent rolls delivered to be furnished to Lender must be prepared in accordance with GAAP; provided, however, non-audited interim financial statements need not include financial notes. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided Mortgagee pursuant to this Section 7.3 section 1.16 shall also be accompanied by a certificate of the chief financial officer or the managing general partner of Mortgagor, stating whether any condition or event exists or has existed during the period covered by the annual or quarterly reports which then constituted or now constitutes an Event of Default under the Note or this Mortgage, and if any such condition or event then existed or now exists, specifying its nature and period of existence and what Mortgagor did or proposes to do with respect to such condition or event. (C) In the disclosure would result event such statements are not in a waiver form reasonably acceptable to Mortgagee or Mortgagor fails to furnish such statements and reports, then Mortgagee shall have the immediate and absolute right to audit the respective books and records of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lenderthe Property and Mortgagor at the expense of Mortgagor.

Covenants Regarding Financial Statements. Borrower shall cause to be furnished to Lender, (i) the unaudited annual financial statements of Borrower no later than 120 90 days after following the related fiscal year end of each fiscal year, and the unqualified, audited fiscal year end financial statements of Borrower as of the end of such year (which financial statements shall not contain any “going concern” exception or any exception relating to scope of review, except for any going concern exception attributable to ) no later than 180 days after the Borrower’s perceived need to raise additional capital)related fiscal year end, (ii) no later than 30 days after the end of each related month unaudited interim end, the internally prepared monthly financial statements of Borrower as of the end of such monthBorrower, certified, on behalf of Borrower and not in any personal capacity, certified by Borrower’s chief financial officer Director of Finance (or other authorized representative of Borrower acceptable to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAPLender), each containing consolidated and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal year to date, consolidated and consolidating balance sheets as at the last day of such month and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to date, each of which will be presented in a trending monthly format with fiscal year to date subtotals, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereofhereto, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, plan and any revisions thereto thereto; (vi) copies of general business update materials provided to Borrower’s Board of Directors in connection with regular and special meetings thereof (excluding any materials subject to attorney-client privilege and attorney work-product in connection with litigation involving Borrower); and (vivii) such other financial and business information of Borrower as Lender may reasonably require, including pipeline reports, design win and sales data, revenue breakout data, product status reports and such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be prepared in accordance with GAAP; provided, however, nonexcept for normal year-audited end adjustments and the absence of footnotes in unaudited interim financial statements need not include financial notesstatements. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lender.

Covenants Regarding Financial Statements. Borrower BORROWER shall cause to be furnished to Lenderkeep true books of record and account in which full, (i) no later than 120 days after the end of each fiscal year, the unqualified, audited financial statements of Borrower as of the end of such year (which financial statements shall not contain any “going concern” exception or any exception relating to scope of review, except for any going concern exception attributable to the Borrower’s perceived need to raise additional capital), (ii) no later than 30 days after the end of each month unaudited interim financial statements of Borrower as of the end of such month, certified, on behalf of Borrower true and not in any personal capacity, by Borrower’s chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower correct entries in accordance with GAAP, each containing consolidated sound accounting practice and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal principles applied on a consistent basis from year to date, consolidated and consolidating balance sheets as at year shall be made of all dealings or transactions with respect to the Subject Property. Within 90 days after the last day of such month each fiscal year of BORROWER during the term of the Note, BORROWER shall deliver to LENDER unaudited annual financial reports prepared in accordance with generally accepted auditing standards and generally accepted accounting principles consistently applied covering the operation of the Subject Property and the financial condition of BORROWER for the previous fiscal year and a consolidated statement current rent roll, all certified to LENDER by a managing general partner or chief financial officer of cash flows for the month then ended BORROWER to be complete, correct and for Borrower’s fiscal year to date, (iii) summary monthly bank statements, no later than 30 accurate. Within 90 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery last day of each fiscal quarter of the BORROWER during the term of the Note, XXXXXXXX shall also deliver to LENDER unaudited financial statements required reports prepared in accordance with generally accepted accounting principles consistently applied covering the operation of the Subject Property and the financial condition of BORROWER for the previous fiscal quarter, certified to LENDER by the managing general partner or chief financial officer of BORROWER to be delivered complete, correct and accurate. Within forty-five (45) days after the last day of each fiscal quarter during the term of the Note, XXXXXXXX will also deliver to LENDER a current rent roll of the Subject Property, certified to LENDER by Section 7.3(ii)the chief financial officer or managing general partner of BORROWER to be complete, a monthly Compliance correct and Disclosure Certificateaccurate. All reports shall include, substantially in the form without limitation, balance sheets and statements of Exhibit A attached hereto income and made a part hereof, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, and any revisions thereto and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders andpartner's equity, if applicable, required to be provided to shareholders setting forth in each case in comparative form the figures for the previous fiscal quarter or year, as the case may be. The interim quarterly reports shall also include a breakdown of all categories of revenues and expenses, and any supporting schedules and data requested by the Securities and Exchange CommissionXXXXXX. Each set of annual or quarterly financial statement reports or quarterly rent rolls delivered to be furnished to Lender must be prepared in accordance with GAAP; provided, however, non-audited interim financial statements need not include financial notes. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided LENDER pursuant to this Section 7.3 1.11 shall also be accompanied by a certificate of the chief financial officer or the managing general partner of BORROWER, stating whether any condition or event exists or has existed during the period covered by the annual or quarterly reports which then constituted or now constitutes an Event of Default under the Note or this Security Deed, and if any such condition or event then existed or now exists, specifying its nature and period of existence and what BORROWER did or proposes to do with respect to such condition or event. In the disclosure would result event such statements are not in a waiver form reasonably acceptable to LENDER or BORROWER fails to furnish such statements and reports, then LENDER shall have the immediate and absolute right to audit the respective books and records of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lenderthe Subject Property and BORROWER at the expense of XXXXXXXX.

Covenants Regarding Financial Statements. Borrower shall cause to be furnished to Lender, (i) no later than 120 days after the end of each fiscal year, the unqualified, audited fiscal year-end financial statements of Borrower as of the end of such year (which financial statements shall not contain any “going concern” exception or any exception relating to scope of review, except for any going concern exception attributable to ) no later than 150 days after the Borrower’s perceived need to raise additional capital)related fiscal year end, (ii) no later than 30 days after the end of each related month unaudited interim end, the internally prepared monthly financial statements of Borrower as of the end of such monthBorrower, certified, on behalf of Borrower and not in any personal capacity, certified by Borrower’s chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAPofficer, each containing consolidated and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal year to date, consolidated and consolidating balance sheets as at the last day of such month and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to date, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereof, (viv) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, plan and any revisions thereto and (viv) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be prepared in accordance with GAAP; providedgenerally accepted accounting principles, howeverconsistently applied (except, non-audited in the case of interim financial statements need not include financial notesstatements, for normal year-end adjustments and the absence of footnote disclosures). Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower which, if adversely determined, could reasonably be expected to have a Material Adverse Effect or the occurrence of any event or change that hashas had, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lender.

Covenants Regarding Financial Statements. Borrower (A) Mortgagor shall cause keep true books of record and account in which full, true and correct entries in accordance with sound accounting practice and principles applied on a consistent basis from year to year shall be made of all dealings or transactions with respect to the Property. (B) Mortgagor shall deliver to Mortgagee: (1) Within sixty (60) days after the last day of each fiscal year of the Property during the term of the Note (and, at Mortgagee’s request, within thirty (30) days after the last day of each calendar quarter), a current rent roll and operating statements for the Property prepared on a cash basis, all certified to Mortgagee to be furnished to Lendercomplete, correct and accurate by Mortgagor; (2) within ninety (90) days after the last day of each fiscal year of the Mortgagor during the term of the Note: (i) no later than 120 days after unaudited annual financial reports for the end of each previous fiscal year, prepared on a cash basis, covering the unqualifiedfinancial condition of Mortgagor, audited financial statements the Nonrecourse Exception Guarantor (as hereinafter defined), Environmental Indemnitors (as hereinafter defined), and any other principals or sponsors of Borrower as Mortgagor designated by Mortgagee from time to time and any other guarantor(s) of the end of such year (which financial statements shall not contain any “going concern” exception or any exception relating to scope of reviewLoan, except for any going concern exception attributable to the Borrower’s perceived need to raise additional capital), and (ii) no later than 30 days after a schedule of real estate owned or portfolio analysis covering the end operation of each month unaudited interim financial statements of Borrower as all properties owned or controlled by Mortgagor or any guarantor(s) of the end of such monthLoan for the previous fiscal year, certifiedall certified to Mortgagee to be complete, on behalf of Borrower correct and not in any personal capacityaccurate by the individual, by Borrower’s managing general partner, managing member or chief financial officer of the party whom the report concerns; and (3) within thirty (30) days after receipt, original annual audit reports for the previous fiscal year prepared by an independent certified public accountant prepared in accordance with generally accepted accounting principles containing an unqualified opinion, including balance sheets, income statements and cash flow statements covering the operation of the Property and the financial condition of Mortgagor, the Nonrecourse Exception Guarantor, Environmental Indemnitors, any other principals or sponsors of Mortgagor as designated by Mortgagee from time to time, and any guarantor(s) of the effect that Loan, if and only if such party obtains such audited reports in the ordinary course of its business. Any report required under this Section 1.15(b)(3) may be included in the annual report of the applicable party's direct or indirect owner. (C) If, in Mortgagee’s reasonable opinion, the loan to value ratio is seventy five percent (75%) or greater or the Debt Service Coverage Ratio is one hundred twenty five percent (125%) or less, Mortgagor shall also deliver, at Mortgagee’s request from time to time (but no more often than once in each fiscal quarter of the Mortgagor during the term of the Note) the financial statements present fairly reports and the schedules of real estate owned or portfolio analyses described in section 1.15(B) above, all certified to Mortgagee to be complete, correct and accurate in all material respects by the individual, managing general partner, managing member or chief financial condition and results of operations officer of the Borrower in accordance with GAAPparty whom the report concerns. (D) All reports shall include, each containing consolidated and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal year to datewithout limitation, consolidated and consolidating balance sheets as at the last day and statements of such month income and a consolidated statement of cash flows for the month then ended and for Borrowermember’s fiscal year to date, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereof, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, and any revisions thereto and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders andequity, if applicable, required to be provided to shareholders setting forth in each case in comparative form the figures for the previous fiscal quarter or year, as the case may be. The reports shall also include a breakdown of all categories of revenues and expenses, and any supporting schedules and data requested by the Securities and Exchange CommissionMortgagee. Each set of annual or quarterly financial statement reports or rent rolls delivered to be furnished to Lender must be prepared in accordance with GAAP; provided, however, non-audited interim financial statements need not include financial notes. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided Mortgagee pursuant to this Section 7.3 section 1.15 shall also be accompanied by a certificate of the chief financial officer or the managing general partner or manager or managing member of Mortgagor, stating whether, to such party’s knowledge, any condition or event exists or has existed during the period covered by the annual or quarterly reports which then constituted or now constitutes an Event of Default under the Note or this Mortgage, and if any such condition or event then existed or now exists, specifying its nature and period of existence and what Mortgagor did or proposes to do with respect to such condition or event. (E) In the disclosure would result event such statements are not in a waiver form reasonably acceptable to Mortgagee or Mortgagor fails to furnish such statements and reports, then Mortgagee shall have the immediate and absolute right to audit the respective books and records of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lenderthe Property and Mortgagor at the expense of Xxxxxxxxx.

Covenants Regarding Financial Statements. Borrower shall cause to be furnished to Lender, (i) no later than 120 days after commencing with the fiscal year end of each fiscal year2007, the unqualified, audited fiscal year end financial statements of Borrower as of the end of such year (which financial statements shall not contain any include a “going concern” exception (other than such exception if based upon the amount of cash on the financial statements of Borrower and the need to raise additional financing) or any exception relating to scope of review, except for any going concern exception attributable to ) no later than 180 days after the Borrower’s perceived need to raise additional capital)related fiscal year end, (ii) no later than 30 days after the end of each related month unaudited interim end, the internally prepared monthly financial statements of Borrower as of the end of such monthBorrower, certified, on behalf of Borrower and not in any personal capacity, certified by Borrower’s chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAPofficer, each containing consolidated and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal year to date, consolidated and consolidating balance sheets as at the last day of such month and a consolidated and consolidating statement of cash flows for the month then ended and for Borrower’s fiscal year to date, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereof, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, plan and any revisions thereto and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be prepared in accordance with GAAP; provided, however, non-audited interim financial statements need not include financial notesGAAP (subject to normal year end adjustments and the absence of footnotes). Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its Borrower’s knowledge, threatened in writing, writing against Borrower or the occurrence of any event or change that has, or could would reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lender.

Covenants Regarding Financial Statements. Borrower shall cause to be furnished to Lender, (i) no later than 120 days after the end of each fiscal year, the unqualified, audited fiscal year end financial statements of Borrower as of the end of such year (which financial statements shall not contain any “"going concern” " exception or any exception relating to scope of review, except for any going concern exception attributable to ) no later than 150 days after the Borrower’s perceived need to raise additional capital)related fiscal year end, (ii) no later than 30 days after the end of each related month unaudited interim end, the internally prepared monthly financial statements of Borrower as of the end of such monthBorrower, certified, on behalf of Borrower and not in any personal capacity, certified by Borrower’s 's chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAPofficer, each containing consolidated and consolidating profit and loss statements for the month then ended and for Borrower’s 's fiscal year to date, consolidated and consolidating balance sheets as at the last day of such month and a consolidated statement of cash flows for the month then ended and for Borrower’s 's fiscal year to date, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereof, (v) promptly upon Borrower’s 's Board of Directors approval thereof, copies of Borrower’s 's annual operating plan, if any, plan and any revisions thereto and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be prepared in accordance with GAAP; provided, however, non-audited interim financial statements need not include financial notes. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lender.

Covenants Regarding Financial Statements. Borrower (A) Mortgagor shall cause to be furnished to Lenderkeep true books of record and account in which full, (i) no later than 120 days after the end of each fiscal year, the unqualified, audited financial statements of Borrower as of the end of such year (which financial statements shall not contain any “going concern” exception or any exception relating to scope of review, except for any going concern exception attributable to the Borrower’s perceived need to raise additional capital), (ii) no later than 30 days after the end of each month unaudited interim financial statements of Borrower as of the end of such month, certified, on behalf of Borrower true and not in any personal capacity, by Borrower’s chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower correct entries in accordance with GAAP, each containing consolidated sound accounting practice and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal principles applied on a consistent basis from year to date, consolidated and consolidating balance sheets as at year shall be made of all dealings or transactions with respect to the Property. (1) Mortgagor shall deliver to Mortgagee: (A) Within sixty (60) days after the last day of each fiscal year of the Mortgagor during the term of the Note, unaudited annual financial reports prepared on an accrual basis, including balance sheets, income statements and cash flow statements covering the operation of the Property, the financial condition of Mortgagor, Mortgagor's general partners(s), shareholder(s), member(s) and such month principals of the Mortgagor as Mortgagee may from time to time designate, for the previous fiscal year, all certified to Mortgagee to be complete, correct and accurate by the individual, managing general partner, manager or chief financial officer of the party whom the report concerns; and (B) If available, within thirty (30) days after receipt by Mortgagor, original annual audit reports of an independent certified public accountant prepared in accordance with generally accepted accounting principles containing an unqualified opinion, including balance sheets, income statements and cash flow statements covering the operation of the Property and the financial condition of the Mortgagor, Mortgagor's general partner(s), shareholder(s), member(s) and such principals of the Mortgagor as Mortgagee may from time to time designate, for the previous fiscal year; (2) At the request of Mortgagee from time to time (but no more often than once in each fiscal quarter of the Mortgagor during the term of the Note), Mortgagor shall also deliver to Mortgagee unaudited financial reports prepared on an accrual basis, including balance sheets, income statements and cash flow statements covering the operation of the Property and the financial condition of the Mortgagor, [Mortgagor's general partner(s), shareholder(s), member(s)] and such principals of the Mortgagor as Mortgagee may from time to time request, for the previous fiscal quarter, a portfolio analysis report covering the operation of all properties of which Mortgagor or any of Mortgagor's general partners, shareholder(s), member(s) or principals designated by Mortgagee is the owner or a general partner of the owner, setting out a cash flow statement (including debt service payments) for each such property, and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to date, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery current rent roll of the financial statements required Property, all certified to Mortgagee to be delivered complete, correct and accurate by Section 7.3(ii)the individual, a monthly Compliance managing [general partner] [member] or chief financial officer of the party whom the report concerns. (3) All reports shall include, without limitation, balance sheets and Disclosure Certificate, substantially in the form statements of Exhibit A attached hereto income and made a part hereof, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, and any revisions thereto and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders andpartner's equity, if applicable, required to be provided to shareholders setting forth in each case in comparative form the figures for the previous fiscal quarter or year, as the case may be. The interim quarterly reports shall also include a breakdown of all categories of revenues and expenses, and any supporting schedules and data requested by the Securities and Exchange CommissionMortgagee. Each set of annual or quarterly financial statement reports or quarterly rent rolls delivered to be furnished to Lender must be prepared in accordance with GAAP; provided, however, non-audited interim financial statements need not include financial notes. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided Mortgagee pursuant to this Section 7.3 section 1.14 shall also be accompanied by a certificate of the chief financial officer or the managing [general partner] [member] of Mortgagor, stating whether any condition or event exists or has existed during the period covered by the annual or quarterly reports which then constituted or now constitutes an Event of Default under the Note or this Mortgage, and if any such condition or event then existed or now exists, specifying its nature and period of existence and what Mortgagor did or proposes to do with respect to such condition or event. (C) In the disclosure would result event such statements are not in a waiver form reasonably acceptable to Mortgagee or Mortgagor fails to furnish such statements and reports, then Mortgagee shall have the immediate and absolute right to audit the respective books and records of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lenderthe Property and Mortgagor at the expense of Mortgagor.

Covenants Regarding Financial Statements. Borrower shall cause to be furnished to Lender, (i) no later than 120 days after the unqualified fiscal year end of each fiscal year, the unqualified, audited financial statements of Borrower as of the end of such year Borrower, certified by Borrower’s chief financial officer (which financial statements shall not contain any “going concern” exception or any exception relating to scope of review, except for any going concern exception attributable to ) no later than 180 days after the Borrower’s perceived need to raise additional capital)related fiscal year end, (ii) no later than 30 days after the end of each related month unaudited interim end, the internally prepared monthly financial statements of Borrower as of the end of such monthBorrower, certified, on behalf of Borrower and not in any personal capacity, certified by Borrower’s chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAPofficer, each containing consolidated and consolidating profit and loss statements for the month then ended and for Borrower’s fiscal year to date, consolidated and consolidating balance sheets as at the last day of such month and a consolidated statement of cash flows for the month then ended and for Borrower’s fiscal year to date, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereof, (v) promptly upon Borrower’s Board of Directors approval thereof, copies of Borrower’s annual operating plan, if any, plan and any revisions thereto and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be prepared in accordance with GAAP; provided, however, non-audited interim financial statements need not include financial notes. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lender.

Covenants Regarding Financial Statements. Borrower shall cause to be furnished to Lender, (i) no later than 120 days after the end of each fiscal year, the unqualified, audited fiscal year end financial statements of Borrower as of the end of such year (which financial statements shall not contain any “"going concern” " exception (other than such qualification if based upon historical losses, the amount of cash shown on the financial statements of Borrower and the need to raise additional financing) or any exception relating to scope of review, except for any going concern exception attributable to ) no later than 180 days after the Borrower’s perceived need to raise additional capital)related fiscal year end, (ii) no later than 30 days after the end of each related month unaudited interim end, the internally prepared monthly financial statements of Borrower as of the end of such monthBorrower, certified, on behalf of Borrower and not in any personal capacity, certified by Borrower’s 's chief financial officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAPofficer, each containing consolidated and consolidating profit and loss statements for the month then ended and for Borrower’s 's fiscal year to date, consolidated and consolidating balance sheets as at the last day of such month and a consolidated statement of cash flows for the month then ended and for Borrower’s 's fiscal year to date, (iii) summary monthly bank statements, no later than 30 days after the related month end, reflecting month-end cash balances, (iv) concurrently with the delivery of the financial statements required to be delivered by Section 7.3(ii), a monthly Compliance and Disclosure Certificate, substantially in the form of Exhibit A attached hereto and made a part hereof, (v) promptly upon Borrower’s 's Board of Directors approval thereof, copies of Borrower’s 's annual operating plan, if any, plan and any revisions thereto and (vi) such other financial and business information of Borrower as Lender may reasonably require, including such other financial and operating performance data as is provided by Borrower to its outside investors or commercial lenders and, if applicable, required to be provided to shareholders by the Securities and Exchange Commission. Each financial statement to be furnished to Lender must be prepared in accordance with GAAP; providedgenerally accepted accounting principles, however, non-audited interim financial statements need not include financial notesconsistently applied. Borrower also agrees to promptly provide to Lender notice of, and such other data and information (financial and otherwise) at any time and from time to time reasonably requested by Lender relating to, any legal actions or proceedings pending, or to its knowledge, threatened in writing, against Borrower or the occurrence of any event or change that has, or could reasonably be expected to have, a Material Adverse Effect. Notwithstanding anything to the contrary contained herein, Borrower may refuse to provide any information required to be provided pursuant to this Section 7.3 if the disclosure would result in a waiver of Borrower’s attorney-client privilege. Financial statements may be delivered via electronic mail to Lender.