Common use of Delivery of Information Clause in Contracts

Delivery of Information. (a) Within seventy-five (75) days after the end of each Fiscal Year and within forty (40) days after the end of each fiscal quarter of Tenant’s Parent during the Term, Tenant shall deliver to Landlord Financial Statements for the Fiscal Year or quarter, as the case may be, then ended. (b) Tenant shall also deliver the following additional financial information to Landlord (in the forms provided in Schedule 21.24): (i) no later than the time of delivery of Financial Statements pursuant to clause (a) above, statements of EBITDA and EBITDAR with respect to each Store, and all Stores Collectively for the four-quarter period then ended; (ii) on a monthly basis, within thirty (30) days after the end of each month during the Term, (x) with respect to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgage; (iv) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REIT; and (v) on a quarterly basis, within forty (40) days after the end of each calendar quarter during the Term, with respect to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant to this Master Lease. Subject to the next succeeding sentence, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”, shall be held strictly confidential by Landlord and shall not be shared or disclosed by Landlord (except to its members, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purpose.

Delivery of Information. Borrower will deliver the following to Lender: (a) Within seventywithin forty-five (7545) days after the end of each Fiscal Year calendar quarter period, financial statements of Borrower, Merchants Bank and P/R Mortgage, including a balance sheet and statements of income and surplus, certified by the president or chief financial officer of Borrower and Merchants Bank, respectively, as fairly representing Borrower’s and Merchants Bank’s financial condition as of the end of such period; (b) within forty one hundred twenty (40120) days after of the end of each fiscal quarter year, an audited financial statement of Tenant’s Parent during the TermMerchants Bank and P/R Mortgage prepared in accordance with generally accepted accounting principles consistently applied and certified by independent certified public accountants satisfactory to Lender, Tenant shall deliver to Landlord Financial Statements for the Fiscal Year or quarter, as the case may be, then ended. (b) Tenant shall also deliver the following additional financial information to Landlord (in the forms provided in Schedule 21.24): (i) no later than the time of delivery of Financial Statements pursuant to clause (a) above, containing a balance sheet and statements of EBITDA income and EBITDAR surplus of Merchants Bank, along with respect to each Store, and all Stores Collectively for the four-quarter period then endedany management letters written by such accountants; (iic) on within one hundred twenty (120) days of the end of each fiscal year company-prepared financial statements of Borrower, prepared in accordance with generally accepted accounting principles consistently applied and certified by the president or chief financial officer of Borrower, containing a monthly basisbalance sheet and statements of income and surplus of Borrower; (d) within thirty (30) days of each filing, a copy of the FDIC Call Report for Merchants Bank; (e) within thirty (30) days after the end of each month during calendar quarter, a Compliance Certificate in the Termform of EXHIBIT “E” attached hereto, (x) with respect to each Sears Store or Kmart Storecertified by Borrower, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment Tier-1 Leverage Ratio of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificateMerchants Bank; (iiif) prompt notice (containing reasonable detail) immediately upon becoming aware of the existence of any material changes in condition or event which constitutes an Event of Default, a written notice specifying the financial nature and period of existence thereof and what action Borrower is taking or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgage; (iv) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including proposes to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including take with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REITthereto; and (vg) at the request of Lender, on a quarterly basisreasonable notice, within forty (40) days after the end of each calendar quarter during the Term, with respect such other information as Lender may from time to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant to this Master Lease. Subject to the next succeeding sentence, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”, shall be held strictly confidential by Landlord and shall not be shared or disclosed by Landlord (except to its members, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been time reasonably approved by Tenant for this purposerequire.

Delivery of Information. (a) Within seventy-As soon as practicable after the date hereof, but in no event later than five (755) business days after the end Effective Date, except as otherwise set forth, Sellers shall have delivered or shall have caused to be delivered or made available to Purchaser at the Property to Purchaser to the extent they are in Sellers' possession or under its control, the following: (i) Complete copies of each Fiscal Year all of the Tenant Leases and within forty all amendments thereto, a schedule of which is attached hereto as Exhibit "B" and forms a part hereof. (40ii) days The loss history of the Property pertaining to any property damage or personal injury suffered for which an insurance claim of more than Fifty Thousand Dollars ($50,000) was submitted by Seller at any time after January 1, 1995 to the end extent available to Seller; (iii) A set of each fiscal quarter of Tenant’s Parent during all plans and specifications and third-party soil reports, or environmental reports and studies relating to the Term, Tenant shall deliver to Landlord Financial Statements Property; (iv) All electricity and property tax bills for the Fiscal Year period beginning January 1, 1995 to the extent available to Seller; (v) Statements of income and expense for the Property for the calendar years 1995, 1996 and current year to date to the extent available to Seller; (vi) All warranties and operating manuals that Sellers may have from vendors, contractors or quarter, as servicing agents with respect to the case may be, then endedphysical condition of the Property or any portion thereof or the equipment located therein; and (vii) Complete copies of all service and other contracts pertaining to the Property in respect to which Sellers are obligated (the "Service Contracts"). (b) Tenant shall also deliver the following additional financial information to Landlord (in the forms Except as expressly provided in Schedule 21.24):this Agreement, Sellers make no representation or warranty as to the accuracy of the information contained in any of the documents, instruments or agreements to be provided to Purchaser pursuant to this Paragraph 5. (ic) no later than Purchaser shall have until 5:00 P.M. on the time of delivery of Financial Statements pursuant to clause (a) above, statements of EBITDA and EBITDAR with respect to each Store, and all Stores Collectively for the four-quarter period then ended; (ii) on a monthly basis, within date that is thirty (30) days after the end Effective Date or the next business day if that date is a Saturday, Sunday or legal holiday (the "Approval Date") in which to approve or disapprove all matters and things that are subject to Purchaser's rights of each month during review, inspection and approval hereunder. Purchaser's failure either to approve or disapprove said information by the Term, Approval Date as aforesaid shall be deemed its approval thereof (x) with respect and its covenant to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which deliver the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant additional $50,000 deposit required pursuant to paragraph 2(a)(i) hereof). If Purchaser disapproves any of said information, Purchaser shall notify Seller in writing thereof within the time period specified above whereupon, this Master Lease in accordance with all applicable grace periods Agreement shall terminate, however, notwithstanding the foregoing, if Purchaser disapproves any Service Contract, this Agreement shall not terminate and no Sellers shall lawfully terminate such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; Service Contract not later than thirty (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgage; (iv) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REIT; and (v) on a quarterly basis, within forty (4030) days after the end of each calendar quarter during the TermClosing, with respect to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant to this Master Lease. Subject to the next succeeding sentenceextent the same can be so terminated and provided Purchaser shall pay all cancellation or termination penalties, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”, shall be held strictly confidential by Landlord and shall not be shared fees or disclosed by Landlord (except to its members, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant costs in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purposetherewith.

Delivery of Information. (a) Within seventy-five (75) days after the end of each Fiscal Year SALIC shall, and within forty (40) days after the end of each fiscal quarter of Tenant’s Parent during the Termshall cause its affiliates to, Tenant shall deliver to Landlord Financial Statements for the Fiscal Year or quarter, as the case may be, then ended. (b) Tenant shall also deliver the following additional financial information to Landlord (in the forms provided in Schedule 21.24): furnish (i) no promptly but not later than five (5) Business Days following the time request to HSBC and its advisors and attorneys all information in the possession of delivery SALIC or any of Financial Statements pursuant its affiliates reasonably requested by HSBC, and (ii) within a reasonable time, other summaries and reports as are reasonably requested by HSBC relating to clause (aA) abovethe financial condition, statements (B) regulatory matters and related correspondence, (C) litigation, (D) notice from the government of EBITDA the United States or any other nation, or any political subdivision thereof, whether state or local, and EBITDAR any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) (each, a “Governmental Authority”), (E) sale process or (F) strategic direction, in each case, with respect to each Storeany Scottish Party. HSBC will send all requests under this Section 5.1 in writing to SALIC (such requests may be sent to XXXX.xxxxxxxxxxx@xxxxxxxxxx.xxx with a copy to Xxxxx Xxxxxxxxxxx (such copy may be sent to xxxxx.xxxxxxxxxxx@xxxxxxxxxx.xxx). SALIC shall provide a weekly summary of the status of the North America Business sale process, and all Stores Collectively for SALIC shall provide a copy of the fourbids received in connection with such sale process within three (3) Business Days of receipt by any Scottish Party. SALIC shall provide HSBC with bi-quarter period then ended; weekly updates (iiwhich may be telephonic) on a monthly basisregarding material litigation affecting SALIC, within thirty SRGL, Scottish (30U.S.) days after the end of each month during the Termor Scottish (Dublin); provided that, (x) solely with respect to each Sears Store or Kmart Storethe bi-weekly updates regarding material litigation and solely to the extent a portion of the information furnished by SALIC to HSBC in connection therewith would reasonably be deemed to be covered by attorney client privilege (such information, monthly sales the “Privileged Information”), unless HSBC enters into a specific confidentiality and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current common interest agreement in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule relation to such certificate; Privileged Information, in a form reasonably acceptable to HSBC and SRGL, such updates will be limited to the discussion of information other than Privileged Information. SALIC shall provide to HSBC notice within two (iii2) prompt notice (containing reasonable detail) Business Days of any material changes in the financial or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgage; (iv) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REIT; and (v) on a quarterly basis, within forty (40) days after the end of each calendar quarter during the Term, with respect to each Sears Store or Kmart Store reported in information covered under this Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant to this Master Lease. Subject to the next succeeding sentence, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”, shall be held strictly confidential by Landlord and shall not be shared or disclosed by Landlord (except to its members, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purpose5.1.

Delivery of Information. The Obligors shall deliver to GOF (aPROVIDED, HOWEVER, that GOF may suspend delivery of any of the information set forth in the following clauses (i) Within seventy-five through (75xii), or any subset of such information, by delivering written notice to the Borrower, with such suspension to continue until GOF delivers written notice to the Borrower directing the resumption of the delivery thereof): (i) as soon as available and in any event within (x) 45 days after the end of each Fiscal Year monthly accounting period for the fiscal year of the Borrower ending January 3, 2004 and (y) 30 days after the end of each monthly accounting period of each fiscal of the Borrower commencing with the fiscal year ending January 1, 2005 (unless such monthly accounting period ends on the end of a fiscal quarter or fiscal year, in which case the provisions of paragraph (ii) and (iii) below shall apply), consolidated statements of income, retained earnings and cash flows of the Borrower and its Restricted Subsidiaries (and, separately stated, of the Borrower and its Restricted Subsidiaries, and, with respect to statements of income, Operating Divisions) for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such period (and, separately stated, of the Borrower and its Restricted Subsidiaries, and, with respect to statements of income, Operating Divisions), setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of a senior financial officer of the Borrower, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Borrower and its Restricted Subsidiaries (or of the Borrower and its Restricted Subsidiaries and Operating Divisions, as the case may be), in each case in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to the absence of footnote disclosures and to normal year-end audit adjustments); (ii) as soon as available and in any event within forty (40x) 60 days after the end of each quarterly fiscal period for the fiscal year ending January 3, 2004 and (y) 45 days after the end of each quarterly fiscal period of each fiscal year of the Borrower commencing with the fiscal year ending January 1, 2005 (unless such quarterly fiscal period ends on the end of a fiscal year, in which case the provisions of paragraph (iii) below shall apply), consolidated statements of income, retained earnings and cash flows of the Borrower and its Restricted Subsidiaries (and, separately stated, of the Borrower and its Restricted Subsidiaries, and, with respect to statements of income, Operating Divisions) for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such period (and, separately stated, of the Borrower and its Restricted Subsidiaries, and, with respect to statements of in come, Operating Divisions), setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of a senior financial officer of the Borrower, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Borrower and its Restricted Subsidiaries (or of the Borrower, its Restricted Subsidiaries and Operating Divisions, as the case may be), in each case in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to the absence of footnote disclosures and to normal year-end audit adjustments); (iii) as soon as available and in any event within (x) 120 days after the end of the fiscal year of the Borrower ending January 3, 2004 and (y) 90 days after the end of each fiscal quarter year of Tenant’s Parent during the TermBorrower commencing with the fiscal year ending January 1, Tenant shall deliver to Landlord Financial Statements 2005, consolidated statements of income, retained earnings and cash flows of the Borrower and its Restricted Subsidiaries (and, separately stated, of the Borrower and its Restricted Subsidiaries and Operating Divisions) for such fiscal year and the related consolidated balance sheets of the Borrower and its Restricted Subsidiaries (and, separately stated, of the Borrower and its Restricted Subsidiaries and Operating Divisions) as at the end of such fiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the Fiscal Year preceding fiscal year, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Borrower and its Restricted Subsidiaries (or quarterof the Borrower and its Restricted Subsidiaries and Operating Divisions, as the case may be, then ended. (b) Tenant shall also deliver as at the following additional financial information to Landlord (in the forms provided in Schedule 21.24): (i) no later than the time of delivery of Financial Statements pursuant to clause (a) above, statements of EBITDA and EBITDAR with respect to each Storeend of, and all Stores Collectively for the four-quarter period then ended; (ii) on a monthly basisfor, within thirty (30) days after the end of each month during the Term, (x) with respect to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease such fiscal year in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any PropertyGAAP, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgageconsistently applied; (iv) as promptly as reasonably practicableupon their becoming available, copies of all such other financial registration statements and regular periodic reports, if any, which any of the Borrower or its Subsidiaries shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefor) or any national securities exchange; (v) promptly upon the mailing thereof to the holders of any publicly-traded debt or equity securities of any of the Borrower or its Subsidiaries, copies of all financial statements, certificates, reports, proxy statements and other notices or information so mailed; (vi) as Landlord may reasonably requestsoon as possible, including and in any event within 10 days after any Obligor knows or has reason to enable Landlord to comply with all voluntary and mandatory financial reporting requirements believe that any of Landlord under all Legal Requirements and under the Landlord Mortgage, including events or conditions specified below with respect to any requirements ERISA Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of such Obligor or its Subsidiary setting forth details respecting such event or condition and the action, if any, that the Obligors and their ERISA Affiliates propose to take with respect thereto (and a copy of any member report or notice required to be filed with or given to PBGC by the Borrower or an ERISA Affiliate with respect to such event or condition): (A) any reportable event, as defined in Section 4043(c) of Landlord (or any Affiliate of any member of Landlord), their successors, ERISA and assignsthe regulations issued thereunder, with respect to status an ERISA Plan, as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event (PROVIDED that a failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code or Section 302 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Internal Revenue Code or Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Internal Revenue Code); and any request for a waiver under Section 412(d) of the Internal Revenue Code for any ERISA Plan; (B) the distribution under Section 4041 of ERISA of a notice of intent to terminate any ERISA Plan or any action taken by the Borrower or an ERISA Affiliate to terminate any ERISA Plan; (C) the institution by the PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any ERISA Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; (D) the complete or partial withdrawal from a Multiemployer Plan by the Borrower or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a REITresult of a purchaser default) or the receipt by the Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; (E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against the Borrower or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and (F) the adoption of an amendment to any ERISA Plan that, pursuant to Section 401(a)(29) of the Internal Revenue Code or Section 307 of ERISA, would require security to be provided to the ERISA Plan in accordance with the provisions of said Sections; (vii) as soon as available and in any event within 30 days after the beginning of each fiscal year of the Borrower, (A) a projection (setting forth an itemization of the principal assumptions relating thereto) for such fiscal year of the Borrower of the anticipated income statement, cash flow statement and changes in financial position of the Borrower, and the related balance sheets and (B) promptly after any material change in such projections (either positive or negative) becomes known, notice of such change; (viii) promptly after any Obligor has reason to believe that any Default has occurred under this Agreement or the Senior Subordinated Notes, a notice of such Default describing the same in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that such Obligor has taken or proposes to take with respect thereto; (ix) promptly after the Borrower has reason to believe that any default has occurred under the Credit Agreement, and in any event no later than notice thereof is delivered to the Administrative Agent, a notice of such default describing the same in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that the Borrower has taken or proposes to take with respect thereto; (x) immediately after the Borrower or any of its Subsidiaries has reason to believe that it may not timely make any of the payments due under the Credit Agreement from the Borrower to the Administrative Agent on December 31, 2003, June 30, 2004 and December 31, 2004, a notice of such fact, describing the reason for such determination in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that the Borrower has taken or proposes to take to remedy such situation; (xi) immediately upon the addition of any guarantor under the Credit Agreement pursuant to Section 9.16(b) thereof or otherwise, notice of such addition, copies of the Guaranty Agreement executed by such additional guarantor and a statement of the basis for such addition; (xii) from time to time such other information regarding the financial condition, operations, business or prospects of the Borrower or any of its Subsidiaries (including, without limitation, any ERISA Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA) as GOF may reasonably request; and (vxiii) on a quarterly basisthe Borrower shall deliver to GOF, within forty (40) 120 days after the end close of each calendar quarter fiscal year a certificate signed by the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Borrower has been made under the supervision of the signing officers with a view to determining whether a Default or Event of Default has occurred and whether or not the signers know of any Default or Event of Default by the Borrower that occurred during such fiscal year. If they do know of such a Default or Event of Default, the Termcertificate shall describe all such Defaults or Events of Default, their status and the action the Borrower is taking or proposes to take with respect thereto. The first certificate to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid be delivered by Tenant the Borrower pursuant to this Master Lease. Subject to the next succeeding sentence, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”, SECTION 6.01(a) shall be held strictly confidential by Landlord and shall not be shared or disclosed by Landlord (except to its membersfor the fiscal year ending January 3, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purpose2004.

Delivery of Information. The Borrower shall, in addition to the existing reporting requirements set forth in this Agreement, the Credit Agreement and the other Credit Documents, deliver the following to the Agent (for distribution to the Lenders): (a) Within seventy-five within three (753) days after of receipt thereof by the end Borrower, a copy of each Fiscal Year the financial statements required to be delivered under Section 6.03(b) of the Credit Agreement; provided, that the Borrower shall not be required to deliver the Accountant’s Certificate in connection with the delivery of such financial statements; (b) as soon as possible, and within in any event no later than June 28, 2007, (i) the Borrower’s financial and operational restructuring proposal, including details regarding the intended business restructuring tasks, sources and uses of capital required to implement such restructuring proposal and the proposed treatment of the Credit Parties’ respective indebtedness, including the Obligations, and (ii) a pro forma projected operating budget for the restructured business of the Credit Parties (including income statements, balance sheets and cash flow statements) detailing, on a monthly basis for the period through December 31, 2007, and on a quarterly basis for the period thereafter through December 31, 2008, the Borrower’s anticipated cash receipts and disbursements during such periods, it being understood that delivery of the reports set forth in this Section 5.1(b) shall constitute satisfaction of the Borrower’s requirement to deliver projections pursuant to Section 6.03(f) of the Credit Agreement; (c) no later than forty (40) days after the end of each fiscal quarter month beginning with the month of Tenant’s Parent during March 2007 (including the Term, Tenant shall deliver to Landlord Financial Statements for the Fiscal Year or quarter, as the case may be, then ended. (b) Tenant shall also deliver the following additional financial information to Landlord (in the forms provided in Schedule 21.24): (i) no later than the time of delivery of Financial Statements pursuant to clause (a) above, statements of EBITDA and EBITDAR with respect to each Store, and all Stores Collectively for the four-quarter period then ended; (ii) on a monthly basis, within thirty (30) days after the end last month of each month during the Term, (x) with respect to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgage; (iv) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REIT; and (v) on a quarterly basis, within forty (40) days after the end of each calendar quarter during the Term, with respect to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(yfiscal quarter), a statement describing copy of the Borrower’s unaudited consolidated statements of income for such month and that portion of the fiscal year ending with such month and its unaudited consolidated balance sheet as of the last day of such fiscal month, in each case certified by a responsible officer of the Borrower as being complete and correct in all CAM Expensesmaterial respects and fairly presenting in all material respects, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant subject to this Master Lease. Subject appropriate qualifications relating to the next succeeding sentenceBorrower’s restatement of its quarterly results to reflect, all such Financial Statements among other things, the Borrower’s method of revenue recognition, its results of operations and additional cash flows and financial informationcondition and including a comparison to the same period (or date, and information derivative therefrom (collectively, “Tenant Confidential Information”, shall be held strictly confidential by Landlord and shall not be shared or disclosed by Landlord (except to its members, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose in the samecase of balance sheets) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding for the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purposeprior fiscal year.

Delivery of Information. Purchaser acknowledges that Seller has made available the on-site, hard copy (non-electronic) property files for the Properties, which included, to the extent such items were located at the Properties, the following (which Purchaser may copy at its expense) (collectively, the “Property Information”): (a) Within seventy-five (75) days after Residency Agreements for all of the end of each Fiscal Year and within forty (40) days after the end of each fiscal quarter of Tenant’s Parent during the Term, Tenant shall deliver to Landlord Financial Statements for the Fiscal Year or quarter, as the case may be, then ended.residents; (b) Tenant shall also deliver the following additional financial information to Landlord (a current rent roll analysis in the forms provided form attached hereto as Schedule 1, which rent roll analysis shall be updated by Licensed Operator and delivered to Purchaser at the Closing; (c) copies of the Service Contracts, if any; (d) copies of current and audited balance sheets and income statements for the Properties and copies of balance sheets and income statements for years 2008-2013, prepared by the Licensed Operator and to the extent in Schedule 21.24):possession of the Licensed Operator; (e) copies of environmental, structural, mechanical, geotechnical or architectural reports prepared for Seller as an owner of the Properties, if any; (f) copies of all ad valorem tax statements for the Properties for 2013; (g) copy of notices of violations of law, if any; (h) list of Personal Property, if any; (i) no later than the time certificates of delivery of Financial Statements pursuant to clause (a) aboveoccupancy, statements of EBITDA and EBITDAR with respect to each Store, and all Stores Collectively for the four-quarter period then endedif any; (iij) on a monthly basis, within thirty (30) days after the end of each month during the Term, (x) with respect to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment copies of all CAM Expenses, Utility Charges current licenses and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease in accordance with all applicable grace periods and no such payments are overdue in excess operating certificates for the Facilities from the New York State Department of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any Property, including any termination of a material lease Health and any termination or cancellation existing material governmental permits required for the operation of terrorism or other insurance required by the Landlord Mortgage; (iv) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (Properties or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status Facility as a REITcurrently operated; and (vk) on a quarterly basiscopies of any material written notices that Seller has received regarding any litigation, within forty (40) days after claims, demands or disputes concerning the end Properties which have been filed or asserted against Seller and that arise out of each calendar quarter during Seller’s ownership of the TermProperties, with respect to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant . Purchaser acknowledges that the foregoing are made available to this Master Lease. Subject Purchaser to accommodate and facilitate Purchaser’s investigations relating to the next succeeding sentenceProperties and that, except as expressly set forth in this Agreement, Seller makes no representations or warranties of any kind regarding the accuracy or thoroughness of the information contained in the materials delivered to Purchaser. Seller shall cause all such Financial Statements and additional financial information, of the foregoing documents and information derivative therefrom (collectively, “Tenant Confidential Information”, shall to be held strictly confidential by Landlord and shall not be shared or disclosed by Landlord (except to its members, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose left at the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance Licensed Operator’s office contemporaneously with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purposeClosing.

Delivery of Information. (a) Within seventy-As soon as practicable after the date hereof, but in no event later than five (755) business days after the end Effective Date, except as otherwise set forth, Seller shall have delivered or shall have caused to be delivered or made available to Purchaser at the Property to Purchaser to the extent they are in Seller's possession or under its control, the following: (i) Complete copies of each Fiscal Year all of the Tenant Leases and within forty all amendments thereto, a schedule of which is attached hereto as Exhibit "B" and forms a part hereof. (40ii) days The loss history of the Property pertaining to any property damage or personal injury suffered for which an insurance claim of more than Fifty Thousand Dollars ($50,000) was submitted by Seller at any time after January 1, 1995 to the end extent available to Seller; (iii) A set of each fiscal quarter all "as built" plans, specifications and structural drawings (including, but not limited to, mechanical, electrical, air conditioning, landscaping and sprinkler drawings), third-party soil, geological, seismic, environmental and hazardous materials and asbestos studies or reports, relating to the Improvements or the subsurface conditions, grading plans, water table or other matters bearing upon condition of Tenant’s Parent during the Term, Tenant shall deliver to Landlord Financial Statements Property; (iv) All electricity and property tax bills for the Fiscal Year period beginning January 1, 1994 to the extent available to Seller; (v) Statements of income and expense for the Property for the calendar years 1994, 1995 and current year to date to the extent available to Seller; (vi) All warranties and operating manuals that Seller may have from vendors, contractors or quarterservicing agents with respect to the physical condition of the Improvements, as the case may beProperty or any portion thereof or the equipment located therein; (vii) Complete copies of all service and other contracts pertaining to the Property (including, then endedbut not limited to, HVAC, elevator, landscape, management, leasing brokerage and parking) in respect to which Seller is obligated (the "Service Contracts"); (viii) A list of all personal property (including supplies) owned or leased by Seller and used in connection with the operation, maintenance and repair of the Property. (b) Tenant Purchaser shall also deliver have until 5:00 P.M. on the later of November 30, 1996 or 15 days following additional financial information to Landlord (in the forms provided in Schedule 21.24): latest date that (i) no later than all of the time of delivery of Financial Statements pursuant to clause materials listed in paragraph (a) above, statements of EBITDA above have been delivered or made available to Purchaser and EBITDAR with respect to each Store, and all Stores Collectively for the four-quarter period then ended; (ii) on a monthly basisPurchaser shall have obtained an ALTA Survey, Phase I Report and M.A.I. Appraisal of the Property (the "Approval Date") in which to approve or disapprove all matters and things that are subject to Purchaser's rights of review, inspection and approval hereunder. Purchaser's failure either to approve or disapprove said information by the Approval Date as aforesaid shall be deemed its approval thereof. If Purchaser disapproves any of said information, Purchaser shall notify Seller in writing thereof within the time period specified above whereupon, this Agreement shall terminate, however, notwithstanding the foregoing, if Purchaser disapproves any Service Contract, this Agreement shall not terminate and Seller shall lawfully terminate such Service Contract not later than thirty (30) days after the end of each month during the TermClosing, (x) with respect to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgage; (iv) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REIT; and (v) on a quarterly basis, within forty (40) days after the end of each calendar quarter during the Term, with respect to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant to this Master Lease. Subject to the next succeeding sentenceextent the same can be so terminated and provided Purchaser shall pay all cancellation or termination penalties, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”, shall be held strictly confidential by Landlord and shall not be shared fees or disclosed by Landlord (except to its members, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant costs in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purposetherewith.

Delivery of Information. (a) Within seventy-As soon as practicable after the date hereof, but in no event later than five (755) business days after the end Effective Date, except as otherwise set forth, Seller shall have delivered or shall have caused to be delivered or made available to Purchaser at the Property to Purchaser to the extent they are in Seller's possession or under its control, the following: (i) Complete copies of each Fiscal Year all of the Tenant Leases and within forty all amendments thereto, a schedule of which is attached hereto as Exhibit "B" and forms a part hereof. (40ii) days The loss history of the Property pertaining to any property damage or personal injury suffered for which an insurance claim of more than Fifty Thousand Dollars ($50,000) was submitted by Seller at any time after April 1, 1996 to the end extent available to Seller; (iii) A set of each fiscal quarter of Tenant’s Parent during all plans and specifications and third-party soil reports, or environmental reports and studies relating to the Term, Tenant shall deliver to Landlord Financial Statements Property; (iv) All electricity and property tax bills for the Fiscal Year period beginning April 1, 1996 to the extent available to Seller; (v) Statements of income and expense for the Property for the calendar years 1996 (from and after April 1, 1996) and current year to date to the extent available to Seller; (vi) All warranties and operating manuals that Seller may have from vendors, contractors or quarter, as servicing agents with respect to the case may be, then endedphysical condition of the Property or any portion thereof or the equipment located therein; and (vii) Complete copies of all service and other contracts pertaining to the Property in respect to which Seller is obligated (the "Service Contracts"). (b) Tenant shall also deliver the following additional financial information to Landlord (in the forms Except as expressly provided in Schedule 21.24):this Agreement, Seller makes no representation or warranty as to the accuracy of the information contained in any of the documents, instruments or agreements to be provided to Purchaser pursuant to this Paragraph 5. (ic) no later than Purchaser shall have until 5:00 P.M. on the time of delivery of Financial Statements pursuant to clause (a) above, statements of EBITDA and EBITDAR with respect to each Store, and all Stores Collectively for the four-quarter period then ended; (ii) on a monthly basis, within date that is thirty (30) days after the end Effective Date or the next business day if that date is a Saturday, Sunday or legal holiday (the "Approval Date") in which to approve or disapprove all matters and things that are subject to Purchaser's rights of each month during review, inspection and approval hereunder. Purchaser's failure either to approve or disapprove said information by the Term, Approval Date as aforesaid shall be deemed its approval thereof (x) with respect and its covenant to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which deliver the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant additional $25,000 deposit required pursuant to paragraph 2(a)(i) hereof). If Purchaser disapproves any of said information, Purchaser shall notify Seller in writing thereof within the time period specified above whereupon, this Master Lease in accordance with all applicable grace periods Agreement shall terminate, however, notwithstanding the foregoing, if Purchaser disapproves any Service Contract, this Agreement shall not terminate and no Seller shall lawfully terminate such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; Service Contract not later than thirty (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgage; (iv) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REIT; and (v) on a quarterly basis, within forty (4030) days after the end of each calendar quarter during the TermClosing, with respect to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant to this Master Lease. Subject to the next succeeding sentenceextent the same can be so terminated and provided Purchaser shall pay all cancellation or termination penalties, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”, shall be held strictly confidential by Landlord and shall not be shared fees or disclosed by Landlord (except to its members, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant costs in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purposetherewith.

Delivery of Information. The Obligors shall deliver to GOF (aprovided, however, that GOF may suspend delivery of any of the information set forth in the following clauses (i) Within seventy-five through (75xii), or any subset of such information, by delivering written notice to the Borrower, with such suspension to continue until GOF delivers written notice to the Borrower directing the resumption of the delivery thereof): (i) as soon as available and in any event within (x) 45 days after the end of each Fiscal Year monthly accounting period for the fiscal year of the Borrower ending January 3, 2004 and (y) 30 days after the end of each monthly accounting period of each fiscal of the Borrower commencing with the fiscal year ending January 1, 2005 (unless such monthly accounting period ends on the end of a fiscal quarter or fiscal year, in which case the provisions of paragraph (ii) and (iii) below shall apply), consolidated statements of income, retained earnings and cash flows of the Borrower and its Restricted Subsidiaries (and, separately stated, of the Borrower and its Restricted Subsidiaries, and, with respect to statements of income, Operating Divisions) for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such period (and, separately stated, of the Borrower and its Restricted Subsidiaries, and, with respect to statements of income, Operating Divisions), setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of a senior financial officer of the Borrower, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Borrower and its Restricted Subsidiaries (or of the Borrower and its Restricted Subsidiaries and Operating Divisions, as the case may be), in each case in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to the absence of footnote disclosures and to normal year-end audit adjustments); (ii) as soon as available and in any event within forty (40x) 60 days after the end of each quarterly fiscal period for the fiscal year ending January 3, 2004 and (y) 45 days after the end of each quarterly fiscal period of each fiscal year of the Borrower commencing with the fiscal year ending January 1, 2005 (unless such quarterly fiscal period ends on the end of a fiscal year, in which case the provisions of paragraph (iii) below shall apply), consolidated statements of income, retained earnings and cash flows of the Borrower and its Restricted Subsidiaries (and, separately stated, of the Borrower and its Restricted Subsidiaries, and, with respect to statements of income, Operating Divisions) for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at the end of such period (and, separately stated, of the Borrower and its Restricted Subsidiaries, and, with respect to statements of in come, Operating Divisions), setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of a senior financial officer of the Borrower, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Borrower and its Restricted Subsidiaries (or of the Borrower, its Restricted Subsidiaries and Operating Divisions, as the case may be), in each case in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to the absence of footnote disclosures and to normal year-end audit adjustments); (iii) as soon as available and in any event within (x) 120 days after the end of the fiscal year of the Borrower ending January 3, 2004 and (y) 90 days after the end of each fiscal quarter year of Tenant’s Parent during the TermBorrower commencing with the fiscal year ending January 1, Tenant shall deliver to Landlord Financial Statements 2005, consolidated statements of income, retained earnings and cash flows of the Borrower and its Restricted Subsidiaries (and, separately stated, of the Borrower and its Restricted Subsidiaries and Operating Divisions) for such fiscal year and the related consolidated balance sheets of the Borrower and its Restricted Subsidiaries (and, separately stated, of the Borrower and its Restricted Subsidiaries and Operating Divisions) as at the end of such fiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the Fiscal Year preceding fiscal year, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of the Borrower and its Restricted Subsidiaries (or quarterof the Borrower and its Restricted Subsidiaries and Operating Divisions, as the case may be, then ended. (b) Tenant shall also deliver as at the following additional financial information to Landlord (in the forms provided in Schedule 21.24): (i) no later than the time of delivery of Financial Statements pursuant to clause (a) above, statements of EBITDA and EBITDAR with respect to each Storeend of, and all Stores Collectively for the four-quarter period then ended; (ii) on a monthly basisfor, within thirty (30) days after the end of each month during the Term, (x) with respect to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease such fiscal year in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any PropertyGAAP, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgageconsistently applied; (iv) as promptly as reasonably practicableupon their becoming available, copies of all such other financial registration statements and regular periodic reports, if any, which any of the Borrower or its Subsidiaries shall have filed with the Securities and Exchange Commission (or any governmental agency substituted therefor) or any national securities exchange; (v) promptly upon the mailing thereof to the holders of any publicly-traded debt or equity securities of any of the Borrower or its Subsidiaries, copies of all financial statements, certificates, reports, proxy statements and other notices or information so mailed; (vi) as Landlord may reasonably requestsoon as possible, including and in any event within 10 days after any Obligor knows or has reason to enable Landlord to comply with all voluntary and mandatory financial reporting requirements believe that any of Landlord under all Legal Requirements and under the Landlord Mortgage, including events or conditions specified below with respect to any requirements ERISA Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of such Obligor or its Subsidiary setting forth details respecting such event or condition and the action, if any, that the Obligors and their ERISA Affiliates propose to take with respect thereto (and a copy of any member report or notice required to be filed with or given to PBGC by the Borrower or an ERISA Affiliate with respect to such event or condition): (A) any reportable event, as defined in Section 4043(c) of Landlord (or any Affiliate of any member of Landlord), their successors, ERISA and assignsthe regulations issued thereunder, with respect to status an ERISA Plan, as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event (provided that a failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code or Section 302 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Internal Revenue Code or Section 302(e) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Internal Revenue Code); and any request for a waiver under Section 412(d) of the Internal Revenue Code for any ERISA Plan; (B) the distribution under Section 4041 of ERISA of a notice of intent to terminate any ERISA Plan or any action taken by the Borrower or an ERISA Affiliate to terminate any ERISA Plan; (C) the institution by the PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any ERISA Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; (D) the complete or partial withdrawal from a Multiemployer Plan by the Borrower or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a REITresult of a purchaser default) or the receipt by the Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; (E) the institution of a proceeding by a fiduciary of any Multiemployer Plan against the Borrower or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within 30 days; and (F) the adoption of an amendment to any ERISA Plan that, pursuant to Section 401(a)(29) of the Internal Revenue Code or Section 307 of ERISA, would require security to be provided to the ERISA Plan in accordance with the provisions of said Sections; (vii) as soon as available and in any event within 30 days after the beginning of each fiscal year of the Borrower, (A) a projection (setting forth an itemization of the principal assumptions relating thereto) for such fiscal year of the Borrower of the anticipated income statement, cash flow statement and changes in financial position of the Borrower, and the related balance sheets and (B) promptly after any material change in such projections (either positive or negative) becomes known, notice of such change; (viii) promptly after any Obligor has reason to believe that any Default has occurred under this Agreement or the Senior Subordinated Notes, a notice of such Default describing the same in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that such Obligor has taken or proposes to take with respect thereto; (ix) promptly after the Borrower has reason to believe that any default has occurred under the Credit Agreement, and in any event no later than notice thereof is delivered to the Administrative Agent, a notice of such default describing the same in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that the Borrower has taken or proposes to take with respect thereto; (x) immediately after the Borrower or any of its Subsidiaries has reason to believe that it may not timely make any of the payments due under the Credit Agreement from the Borrower to the Administrative Agent on December 31, 2003, June 30, 2004 and December 31, 2004, a notice of such fact, describing the reason for such determination in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that the Borrower has taken or proposes to take to remedy such situation; (xi) immediately upon the addition of any guarantor under the Credit Agreement pursuant to Section 9.16(b) thereof or otherwise, notice of such addition, copies of the Guaranty Agreement executed by such additional guarantor and a statement of the basis for such addition; (xii) from time to time such other information regarding the financial condition, operations, business or prospects of the Borrower or any of its Subsidiaries (including, without limitation, any ERISA Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA) as GOF may reasonably request; and (vxiii) on a quarterly basisthe Borrower shall deliver to GOF, within forty (40) 120 days after the end close of each calendar quarter fiscal year a certificate signed by the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Borrower has been made under the supervision of the signing officers with a view to determining whether a Default or Event of Default has occurred and whether or not the signers know of any Default or Event of Default by the Borrower that occurred during such fiscal year. If they do know of such a Default or Event of Default, the Termcertificate shall describe all such Defaults or Events of Default, their status and the action the Borrower is taking or proposes to take with respect thereto. The first certificate to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid be delivered by Tenant the Borrower pursuant to this Master Lease. Subject to the next succeeding sentence, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”, Section 6.01(a) shall be held strictly confidential by Landlord and shall not be shared or disclosed by Landlord (except to its membersfor the fiscal year ending January 3, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purpose2004.

Delivery of Information. Tenant shall, at any time and from time to time within ten (10) days of written request by Landlord, deliver to Landlord any and all of the following: (a) Within seventy-five (75) days after Such financial information concerning Tenant and Tenant's business operations as may reasonably be requested by a mortgagee or prospective mortgagee or purchaser of the end of each Fiscal Year and within forty (40) days after the end of each fiscal quarter of Tenant’s Parent during the TermIndustrial Center or any part thereof; provided, however, Tenant shall not be required to deliver such financial information more than once in a twelve (12) month period and shall not be required to Landlord Financial Statements for the Fiscal Year or quarter, as the case may be, then endeddeliver any financial information if Tenant’s financial statements are publicly available. (b) Tenant shall also deliver the following additional financial information to Landlord (in the forms provided in Schedule 21.24): (i) no later than the time of delivery of Financial Statements pursuant to clause (a) aboveAn executed and acknowledged written declaration, statements of EBITDA and EBITDAR with respect to each Store, and all Stores Collectively for the four-quarter period then ended; (ii) on a monthly basis, within thirty (30) days after the end of each month during the Term, (x) with respect to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgage; (iv) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REIT; and (v) on a quarterly basis, within forty (40) days after the end of each calendar quarter during the Term, with respect to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant to this Master Lease. Subject to the next succeeding sentence, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”, shall be held strictly confidential prepared by Landlord and reasonably acceptable to Tenant: (1) ratifying this Lease; (2) expressing the commencement and termination dates hereof; (3) certifying that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended (except by such writings as shall be stated and attached); (4) certifying that, to the extent of Tenant's knowledge, and if the same be true, that all conditions under this Lease to be performed by Landlord have been satisfied; (5) certifying that there are no known defenses or offsets against the enforcement of this Lease by the Landlord, or stating those claimed by Tenant; (6) stating the amount of advance rental if any (or none if such is the case), paid by Tenant; (7) stating the date to which rental has been paid; and (8) certifying such other matters as shall be requested by Landlord or Landlord's lender or any superior lessor. (c) An executed and acknowledged instrument, prepared by Landlord, amending this Lease in such respects as may be required by any mortgagee or prospective mortgagee, provided that any such amendment shall not be shared alter or disclosed impair any of the rights and remedies of Tenant under this Lease or increase Tenant's financial obligations under this Lease in each case by Landlord (except to its members, employees, representatives, agents, accountants and attorneys more than a deminimis degree and Landlord shall cause its memberspays Tenant's reasonable out of pocket attorneys' fees, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purposesuch amendment.

Delivery of Information. (a) Within seventy-five seventy‑five (75) days after the end of each Fiscal Year and within forty (40) days after the end of each fiscal quarter of Tenant’s Parent Tenant during the Term, Tenant shall deliver to Landlord Tenant’s and Lease Guarantor’s Financial Statements for the Fiscal Year or quarter, as the case may be, then ended. (b) Tenant shall also deliver the following additional financial information to Landlord (in the forms provided in Schedule 21.24):Landlord: (i) no later than the time of delivery of Financial Statements pursuant to clause (a) above, statements of EBITDA and EBITDAR with respect to each Store, and all Stores Collectively for the four-quarter period then ended; (ii) on a monthly basis, within thirty (30) days after the end of each month during the Term, (x) with respect to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgage;; and (ivii) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REIT; and (v) on . Tenant and Lease Guarantor shall also make their management-level employees responsible for financial reporting available for a quarterly basis, within forty (40) days after the end of each calendar quarter during the Term, management call with respect to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges Landlord and Operating Expenses Landlord Mortgagee (if any), to answer questions as to the Financial Statements, at least one (1) paid by Tenant pursuant to this Master Leasetime per calendar quarter at Landlord’s request. Subject to the next succeeding sentence, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”), shall be held strictly confidential by Landlord and shall not be shared or disclosed by Landlord (except to its members, employees, representatives, agents, accountants accountants, attorneys, investors, potential investors, lenders, potential lenders, purchasers, potential purchasers and attorneys service providers who have a reason to know such Tenant Confidential Information in order to assist Landlord in its ownership and operation of the Properties (including, without limitation, any financing, re-financing, capitalization, re-capitalization, sale, or assignment thereof) and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys such Persons to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, and (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization any loan, or any securitization, participation and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purpose.

Delivery of Information. (a) Within seventy-five seventy‑five (75) days after the end of each Fiscal Year and within forty (40) days after the end of each fiscal quarter of Tenant’s Parent during the Term, Tenant shall deliver to Landlord Financial Statements for the Fiscal Year or quarter, as the case may be, then ended. (b) Tenant shall also deliver the following additional financial information to Landlord (in the forms provided in Schedule 21.24): (i) no later than the time of delivery of Financial Statements pursuant to clause (a) above, statements of EBITDA and EBITDAR with respect to each Store, and all Stores Collectively collectively for the four-quarter four‑quarter period then ended; (ii) on a monthly basis, within thirty (30) days after the end of each month during the Term, (x) with respect to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Multi‑Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgage; (iv) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REIT; and (v) on a quarterly basis, within forty (40) days after the end of each calendar quarter during the Term, with respect to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant to this Master Lease. Subject to the next succeeding sentence, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”), shall be held strictly confidential by Landlord and shall not be shared or disclosed by Landlord (except to its members, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purpose.

Delivery of Information. (a) Within seventy-five As soon as practicable after the Effective Date, but in no event later than three (753) business days after the end Effective Date, except as otherwise set forth, Seller shall have delivered or shall have caused to be delivered or made available to Purchaser for inspection at the Property to the extent they are in Seller's possession or under its control, the following: (i) Complete copies of each Fiscal Year all of the Tenant Leases and within forty all amendments thereto, a schedule of which is attached hereto as Exhibit "B" and forms a part hereof, copies of all tenant improvement plans and specifications and access to all tenant and leasing files. (40ii) days Evidence that the Property has the neces sary Certificates of Occupancy and other permits to operate the Improvements. (iii) The loss history of the Property pertaining to any property damage or personal injury suffered for which an insurance claim of more than Fifty Thousand Dollars ($50,000) was submitted by Seller at any time after January 1, 1995 to the end extent available to Seller; (iv) All third-party soil, geological, seismic, environmental and hazardous materials and asbestos studies or reports, relating to the Improvements or the subsurface conditions, grading plans, water table or other matters bearing upon the condition of each fiscal quarter of Tenant’s Parent during the Term, Tenant shall deliver to Landlord Financial Statements Property; (v) All electricity and property tax bills for the Fiscal Year period beginning January 1, 1995 to the extent available to Seller; (vi) Statements of income and expense for the Property for the calendar years 1995 and 1996 and current year to date to the extent available to Seller; (vii) All warranties and operating manuals that Seller may have from vendors, contractors or quarterservicing agents with respect to the physical condition of the Improvements, as the case may beProperty or any portion thereof or the equipment located therein; and (viii) Complete copies of the Service Contracts, then endedincluding, without limitation, copies of all service and other contracts pertaining to the Property (including, but not limited to, HVAC, elevator, landscape, management, leasing brokerage and parking) in respect to which Seller is obligated. (b) Tenant Purchaser shall also deliver have until 5:00 P.M. PST on the following additional financial information to Landlord (in the forms provided in Schedule 21.24): later of (i) no later than the time twentieth (20th) business day following the Effective Date, and (ii) the fifteenth (15th) day following the date that the last of delivery of Financial Statements pursuant to clause the materials listed in paragraph (a) aboveabove have been delivered or made available to Purchaser (the "Approval Period") in which to approve or disapprove in writing all matters and things that are subject to Purchaser's rights of review, statements inspection and approval hereunder. Notwithstanding the expiration of EBITDA the Approval Period, Purchaser shall have until the later of the expiration of the Approval Period or 5:00 p.m. PST on the fifth (5th) business day following its receipt of the written report of the Deep Boring Tests (hereinafter described) (the "Deep Boring Tests Approval Date") in which to approve or reject the Property based upon the results of such Deep Boring Tests. Purchaser's failure either to approve or disapprove in writing said information before the expiration of the applicable period for Purchaser's approval thereof as set forth herein shall be deemed to be Purchaser's approval thereof. If Purchaser disapproves any of said information, Purchaser shall notify Seller in writing thereof within the time period specified above whereupon, this Agreement shall automatically terminate, unless Purchaser shall request that Seller agree prior to the expiration of the Approval Period to cure the same to Purchaser's satisfaction prior to the Closing Date. If Seller notifies Purchaser of Seller's inability or unwillingness to cure a disapproved item, Purchaser shall have five (5) business days after receipt of Seller's notice to either (1) waive its prior objection to the disapproved item or (2) terminate the Agreement. Purchaser's failure to waive its prior objection to the disapproved item or to terminate the Agreement shall be deemed to constitute Purchaser's election to waive its prior objection to the disapproved item. Notwithstanding any of the foregoing, however, if Purchaser disapproves any Service Contract (except for those described on Schedule 1), this Agreement shall not terminate and EBITDAR with respect to each Store, and all Stores Collectively for the four-quarter period then ended; (ii) on a monthly basis, within Seller shall lawfully terminate such Service Contract not later than thirty (30) days after the end of each month during the Term, (x) with respect to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance required by the Landlord Mortgage; (iv) as promptly as reasonably practicable, all such other financial statements and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REIT; and (v) on a quarterly basis, within forty (40) days after the end of each calendar quarter during the Term, with respect to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant to this Master Lease. Subject to the next succeeding sentence, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”, shall be held strictly confidential by Landlord and shall not be shared or disclosed by Landlord (except to its members, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization and/or sale of a loan, and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant for this purposeClosing.

Delivery of Information. (a) Within seventyOwner has previously delivered or has caused to be delivered to Acquirer or made available to Acquirer at the Property to the extent they are in Owner's possession or under its control, and Acquirer has reviewed and approved (except the environmental materials) the following: (i) Complete copies of all of the leases constituting the Leasehold Estate and all amendments thereto; (ii) Complete copies of all of the Tenant Leases and all amendments thereto, a schedule of which is attached hereto as Exhibit "B" and forms a part hereof; (iii) The loss history of the Property pertaining to any property damage or personal injury suffered for which an insurance claim of more than Fifty Thousand Dollars ($50,000) was submitted by Owner at any time after January 1, 1995 to the extent available to Owner; (iv) A set of any "as built" plans, specifica tions and structural drawings with respect to the Building shell and any third-five party soil, geological, seismic, environmental and hazardous materials and asbestos studies or reports, relating to the Improvements or the subsurface conditions, grading plans, water table or other matters bearing upon condition of the Property; (75v) days after A copy of all documents and instruments evidencing, securing and pertaining to the end of each Fiscal Year existing first trust deed loan covering the Property; (vi) All electricity and within forty (40) days after the end of each fiscal quarter of Tenant’s Parent during the Term, Tenant shall deliver to Landlord Financial Statements property tax bills for the Fiscal Year period beginning January 1, 1995 to the extent available to Owner; (vii) Statements of income and expense for the Property for all calendar years beginning 1995 and for the current year to date to the extent available to Owner; (viii) All warranties and operating manuals that Owner may have from vendors, contractors or quarterservicing agents with respect to the physical condition of the Improvements, as the case may beProperty or any portion thereof or the equipment located therein; (ix) Complete copies of all service and other contracts pertaining to the Property (including, then endedbut not limited to, HVAC, elevator, landscape, management, leasing brokerage and parking) in respect to which Owner is obligated and which are intended to survive Closing hereunder (the "Service Contracts"); and (x) A list of all personal property (including supplies) owned or leased by Owner and used in connection with the operation, maintenance and repair of the Property. (b) Tenant As of the Effective Date, Acquirer has approved all of the matters and things set forth in paragraph 5(a) except the environmental studies and its own environmental investigations. Acquirer shall also deliver have until 5:00 P.M. Los Angeles time on November 14, 1997 (the following additional financial information "Approval Date") in which to Landlord approve or disapprove all of the other matters and things that are subject to Acquirer's rights of review, inspection and approval hereunder; provided, however, if on the Approval Date Acquirer has not received (at least three (3) days prior thereto) its written environmental report concerning the Property, Acquirer shall have the right, by written notice to Owner prior to the Approval Date, to extend the Approval Date ("Extended Approval Date") only as to the environmental matters (the reports of which it has not timely received) to the date which is three (3) business days after the receipt of the same but not later than November 28, 1997. Acquirer's failure either to approve or disapprove the Property before the expiration of the Approval Date, as the same may be extended as to the environmental matters shall be deemed its approval thereof. If Acquirer disapproves any of said information, Acquirer shall notify Owner in writing thereof within the forms provided in Schedule 21.24):time period specified above whereupon, this Agreement shall terminate. (ic) no later than At Acquirer's request at any time from and after the time date hereof until the date that is one (1) year after the Closing Date, Owner shall, at Acquirer's expense, provide to Acquirer's designated independent auditor, Ernst & Young, reasonable access to the books and records of delivery of Financial Statements pursuant the Property, regarding the period for which Acquirer is required to clause (a) above, have audited financial statements of EBITDA and EBITDAR prepared with respect to each Store, and all Stores Collectively for the four-quarter period then ended; (ii) on a monthly basis, within thirty (30) days after the end of each month during the Term, (x) with respect to each Sears Store or Kmart Store, monthly sales and profit and loss reports with respect to each Demised Premises and (y) with respect to each Sears Store or Kmart Store Property as to which the Multi-Tenant Occupancy Date has not yet occurred, a certification as follows: that Tenant is current in its payment of all CAM Expenses, Utility Charges and Operating Expenses (if any) payable by Tenant pursuant to this Master Lease in accordance with all applicable grace periods and no such payments are overdue in excess of such grace periods except for matters being disputed by Tenant in good faith as described on a schedule to such certificate; (iii) prompt notice (containing reasonable detail) of any material changes in the financial or physical condition of any Property, including any termination of a material lease and any termination or cancellation of terrorism or other insurance may be required by the Landlord Mortgage;Securities and Exchange Commission, but only to the extent that such books, records and related information are in Owner's possession or control and relate to the period during which Owner held title to the Property. (ivd) as promptly as reasonably practicable, Acquirer has delivered to Wilstein copies of all such other recent audited and unaudited financial statements of and information as Landlord may reasonably request, including to enable Landlord to comply with all voluntary and mandatory financial reporting requirements of Landlord under all Legal Requirements and under the Landlord Mortgage, including with respect to any requirements of any member of Landlord (or any Affiliate of any member of Landlord), their successors, and assigns, with respect to status as a REIT; and (v) on a quarterly basis, within forty (40) days after the end of each calendar quarter during the Term, with respect to each Sears Store or Kmart Store reported in Section 21.24(b)(ii)(y), a statement describing all CAM Expenses, Utility Charges and Operating Expenses (if any) paid by Tenant pursuant to this Master Lease. Subject to the next succeeding sentence, all such Financial Statements and additional financial information, and information derivative therefrom (collectively, “Tenant Confidential Information”, shall be held strictly confidential by Landlord and shall not be shared or disclosed by Landlord (except to its members, employees, representatives, agents, accountants and attorneys and Landlord shall cause its members, employees, representatives, agents, accountants and attorneys to not disclose the same) until and unless Tenant has made such information public and except pursuant to Legal Requirements or legal process. Notwithstanding the foregoing, Landlord may disclose Tenant Confidential Information to (i) the agents and actual or prospective lenders in respect of the Landlord Mortgage in accordance filings with the Landlord Mortgage Documents, (ii) any lender, investor or prospective investor, rating agency, counsel, advisor, consultant or accountant in connection with a securitization and/or sale of a loan, S.E.C. by Acquirer and (iii) actual or prospective equity investors in or purchasers of equity interests in Landlord, Guarantor or this Master Lease or any interests therein who have executed with Tenant a customary confidentiality agreement in a form that has been reasonably approved by Tenant ARI for this purposeits review.