Common use of Financial Statements and Certificates Clause in Contracts

Financial Statements and Certificates. Lessee will furnish or cause to be furnished the following statements to Lessor; provided that Lessor shall keep confidential items furnished by Lessee which are not generally available to the public: (a) Within one hundred (100) days after the end of each year, a copy of the consolidated audited financial statements of Guarantor with consolidating supplemental schedules which include manager and all of Guarantor's subsidiaries, prepared by KPMG Peat Marwick, LLP, or another nationally recognized accounting firm or independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and a statement of income and expenses for the year then ended. (b) [intentionally omitted] (c) Within forty-five (45) days after the end of each calendar quarter: (i) Current consolidated financial statements of Guarantor (including manager) and consolidating financial statements of Lessee (which shall include supplemental schedules of assets, liabilities, income and expenses of Lessee) certified to be true and correct; and (ii) A certificate of Lessee, in form acceptable to Lessor, that no Default or Event of Default then exists and no event has occurred (that has not been cured) and no condition currently exists (herein, a "Default") that would, but for the giving of any required notice or explanation of any applicable cure period, constitute an Event of Default. (d) Upon Lessor's request, within fifteen (15) days of the end of each calendar month, an aged accounts receivable report of the Facility from Lessee in sufficient detail to show amounts due from each class of patient-mix (i.e. private, Medicare (if applicable), Medicaid (if applicable) and V.A.) by the account age classifications of 30 days, 60 days, 90 days, 120 days. (e) Upon Lessor's request, within thirty (30) days of the end of each calendar month, a current year-to-date operating statement from the Lessee for the Facility. (f) Upon Lessor's request, within fifteen (15) days of the end of each calendar month, monthly census information of the Facility in sufficient detail to show patient-mix on a daily average basis for such month. (g) Within ten (10) days of filing or receipt (i) all cost reports, if any, and any amendments thereto filed with respect to the Facility and (ii) all responses, audits reports, or inquiries with respect to such cost reports, all of which Lessee shall prepare and file on a timely basis. (h) Within ten (10) days of Lessee's receipt, copies of all licensure and certification survey reports, if any, and statements of deficiencies (with plans of correction attached thereto). (i) Within three (3) days of Lessee's receipt, any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or any applicable reimbursement contract or certification of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend the Facility's license or certification. (j) Upon Lessor's request, evidence of payment by Lessee of any applicable provider bed taxes or similar taxes, which taxes Lessee agrees to pay. The Lessee shall correct any deficiency within the date required by any licensure and certification agency. Lessor reserves the right to require such other financial information and 39 40 tax returns of Lessee and Guarantor at such other times as it shall deem necessary. All financial statements must be in such form and detail as the Lessor shall from time to time request.

Financial Statements and Certificates. Lessee will furnish or cause to be furnished the following statements to Lessor; provided that Lessor shall keep confidential items furnished by Lessee which are not generally available to the public:Lessor, (a) Within one hundred (100) days after the end of each year, a copy of the consolidated audited financial statements of Guarantor with consolidating supplemental schedules which include manager and all of Guarantor's subsidiaries, prepared by KPMG Peat Marwick, LLP, or another nationally recognized accounting firm or independent certified public accounting firm acceptable to Lessor, which statements shall include a balance sheet and a statement of income and expenses for the year then ended. (b) [intentionally omitted] (c) Within within forty-five (45) days after the end of each calendar quarter: (i) Current consolidated financial statements of Guarantor (including manager) and consolidating financial statements of Lessee (which shall include supplemental schedules of assets, liabilities, income and expenses of Lessee) certified to be true and correct; and (ii) A a certificate of Lessee, in form acceptable to LessorLessor substantially similar to the form set forth on Exhibit G hereto, that no Default or Event of Default then exists and no event has occurred (that has not been cured) and no condition currently exists (herein, a "Default") that would, but for the giving of any required notice or explanation of any applicable cure period, constitute an Event of Default.; (db) Upon upon Lessor's request, within fifteen thirty (1530) days of the end of each calendar month, an aged accounts receivable report of the Facility from Lessee in sufficient detail to show amounts due from each class of patient-mix (i.e. private, Medicare (if applicable), Medicaid (if applicable) and V.A.) by the account age classifications of 30 days, 60 days, 90 days, 120 days.; (ec) Upon upon Lessor's request, within thirty (30) days of the end of each calendar month, a current year-to-date operating statement from the Lessee for the Facility.; (fd) Upon upon Lessor's request, within fifteen thirty (1530) days of the end of each calendar month, monthly census information of the Facility in sufficient detail to show patient-mix on a daily average basis for such month.; (ge) Within within ten (10) days of filing or receipt (i) all cost reports, if any, and any amendments thereto filed with respect to the Facility and (ii) all responses, audits reports, or inquiries with respect to such cost reports, all of which Lessee shall prepare and file on a timely basis. (h) Within ten (10) days of Lessee's receipt, copies of all licensure and certification survey reports, if any, and statements of deficiencies (with plans of correction attached thereto). (i) Within three (3) days of Lessee's receipt, any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or any applicable reimbursement contract or certification of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend the Facility's license or certification. (j) Upon Lessor's request, evidence of payment by Lessee of any applicable provider bed taxes or similar taxes, which taxes Lessee agrees to pay. The Lessee shall correct any deficiency within the date required by any licensure and certification agency. Lessor reserves the right to require such other financial information and 39 40 tax returns of Lessee and Guarantor at such other times as it shall deem necessary. All financial statements must be in such form and detail as the Lessor shall from time to time request.;

Financial Statements and Certificates. Lessee will (a) Tenant shall furnish or cause to be furnished the following statements to Lessor; provided that Lessor shall keep confidential items furnished by Lessee which are not generally available to the public: Landlord (ai) Within one hundred (100) as soon as practicable, and in any event within 90 days after the end of each fiscal year of Tenant, audited consolidated and consolidating financial statements of Tenant, as of the end of and for such year, including a consolidated and consolidating balance sheet, a consolidated and consolidating statement of income and a consolidated and consolidating statement of changes in financial position as of the end of and for such fiscal year; (ii) as soon as practicable, and in any event not later than fifteen (15) days after the close of each calendar quarter, an internally prepared consolidated and consolidating balance sheet of Tenant, a consolidated and consolidating statement of profit and loss reconciliation and a consolidated and consolidating statement of changes in financial position for the period from the beginning of the fiscal year to the date of such statement; (iii) as soon as practicable, and in any event within 90 days after the end of the calendar year, a copy of the consolidated audited Tenant's Corporate Federal Income Tax Return; and (iv) as soon as practicable, copies of all such financial statements and reports as Tenant shall send to its stockholders; the foregoing (i) and (ii) to be in reasonable detail and satisfactory in scope to Landlord and the foregoing (i) to be certified by a firm of Guarantor with consolidating supplemental schedules which include manager and all of Guarantor's subsidiaries, prepared by KPMG Peat Marwick, LLP, or another nationally recognized accounting firm or independent certified public accounting firm acceptable to Lessoraccountants, which statements whose certificate shall include a balance sheet be based upon an examination conducted in accordance with generally accepted auditing standards and a statement the application of income and expenses for such tests as said accountants deem necessary in the year then ended. (b) [intentionally omitted] (c) Within forty-five (45) days after the end circumstances. Together with each delivery of each calendar quarter: (i) Current consolidated financial statements of Guarantor required by subdivision (including managera) and consolidating financial statements of Lessee (which shall include supplemental schedules of assetsabove, liabilities, income and expenses of Lessee) certified Tenant will deliver or cause to be true and correct; and (ii) A delivered to Landlord a certificate of LesseeTenant's President, in form acceptable -24- any Vice President, or Treasurer stating to Lessorthe best of such officer's knowledge based on reasonable inquiry that there exists no Event of Default, that no Default or or, if any such Event of Default then exists exists, specifying the nature thereof, the period of existence thereof and what action Tenant proposes to take with respect thereto. Together with each delivery of financial statements required by subdivision (a) above, Tenant will deliver or cause to be delivered to Landlord a certificate of said accountants stating that, in making the audit necessary to the certification of such financial statements, they have obtained no event has occurred (that has not been cured) and no condition currently exists (herein, a "Default") that would, but for the giving knowledge of any required notice or explanation Event of Default or, if any such Event of Default exists, specifying the nature and period of existence thereof. Such accountants, however, shall not be liable to anyone by reason of their failure to obtain knowledge of any applicable cure period, constitute an such Event of Default. (d) Upon Lessor's request, within fifteen (15) days of the end of each calendar month, an aged accounts receivable report of the Facility from Lessee in sufficient detail to show amounts due from each class of patient-mix (i.e. private, Medicare (if applicable), Medicaid (if applicable) and V.A.) by the account age classifications of 30 days, 60 days, 90 days, 120 days. (e) Upon Lessor's request, within thirty (30) days of the end of each calendar month, a current year-to-date operating statement from the Lessee for the Facility. (f) Upon Lessor's request, within fifteen (15) days of the end of each calendar month, monthly census information of the Facility in sufficient detail to show patient-mix on a daily average basis for such month. (g) Within ten (10) days of filing or receipt (i) all cost reports, if any, and any amendments thereto filed with respect to the Facility and (ii) all responses, audits reports, or inquiries with respect to such cost reports, all of which Lessee shall prepare and file on a timely basis. (h) Within ten (10) days of Lessee's receipt, copies of all licensure and certification survey reports, if any, and statements of deficiencies (with plans of correction attached thereto). (i) Within three (3) days of Lessee's receipt, any and all notices (regardless of form) from any and all licensing and/or certifying agencies that the license and/or any applicable reimbursement contract or certification of the Facility is being downgraded to a substandard category, revoked, or suspended, or that action is pending or being considered to downgrade to a substandard category, revoke, or suspend the Facility's license or certification. (j) Upon Lessor's request, evidence of payment by Lessee of any applicable provider bed taxes or similar taxes, which taxes Lessee agrees to pay. The Lessee shall correct any deficiency within the date required by any licensure and certification agency. Lessor reserves the right to require such other financial information and 39 40 tax returns of Lessee and Guarantor at such other times as it shall deem necessary. All financial statements must be in such form and detail as the Lessor shall from time to time request.