Common use of Financial Statements; Books and Records Clause in Contracts

Financial Statements; Books and Records. (a) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by the principal financial officer of Westland Management and Westfield Partners, respectively, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flows. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (e) The Makers further agree to keep full, true and accurate accounts, records and books of all monies and income received from the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (a) Commencing not later than July 30, 1997, Guarantor shall keep adequate records and continuing not later than on the last day books of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver account with respect to the Holder unaudited financial statements prepared finances and business of Guarantor generally and with respect to the Leased Premises, in accordance with generally accepted accounting principles (“GAAP”) consistently applied for applied, and shall permit Landlord by its agents, accountants and attorneys, upon reasonable notice to Guarantor, to examine (and make copies of) the Propertyrecords and books of account and to discuss the finances and business with the officers of Guarantor, certified at such reasonable times as may be requested by Landlord. Upon the principal financial officer request of Westland Management and Westfield Partnersr Landlord (either telephonically or in writing), respectively, for Guarantor shall provide the requesting party with copies of any information to which such fiscal quarter and (party would be entitled in the case course of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarterpersonal visit. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management Guarantor shall deliver to Landlord within ninety (90) days of the Holder an original close of each fiscal year, annual audit report audited financial statements of Guarantor prepared by nationally recognized independent certified public accountants. Guarantor shall also furnish to Landlord within sixty (60) days after the end of each of the three remaining fiscal quarters unaudited financial statements and all other quarterly reports of Guarantor, certified by Guarantor’s chief financial officer[, and, if applicable, all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other Law]. All financial statements of Guarantor shall be prepared in accordance with generally accepted accounting principles GAAP consistently applied for the Property, certified applied. All annual financial statements shall be accompanied (i) by an independent certified public accountant acceptable opinion of said accountants stating that (A) there are no qualifications as to the Holder scope of the audit and (it being agreed B) the audit was performed in accordance with GAAP and (ii) by the affidavit of the president or a vice president of Guarantor, dated within five (5) days of the delivery of such statement, stating that (C) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any nationally-recognized public accounting firms such event has occurred and is acceptable continuing, specifying the nature and period of existence thereof and what action Guarantor has taken or proposes to take with respect thereto and (D) except as otherwise specified in such affidavit, that Guarantor has fulfilled all of its obligations under this Guaranty which are required to be fulfilled on or prior to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters date of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interestaffidavit. (c) Commencing not later than July 30Landlord and its agents, 1997accountants and attorneys, shall consider and treat on a strictly confidential basis (i) any information contained in the books and records of Guarantor, (ii) any copies of any books and records of Guarantor, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited any financial statements prepared of Guarantor pursuant to Section 2.02(b) which are delivered to or received by them. Landlord and its agents, accountants and attorneys, shall conspicuously xxxx all copies of such documents as “Confidential”. Neither Landlord nor any of its agents, accountants and attorneys, shall disclose any information contained in accordance with generally accepted accounting principles consistently applied for Guarantor’s books and records nor distribute copies of any of such Maker, certified by books and records nor Guarantor’s financial statements to any other Persons without the principal financial prior written consent of the chief operating officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash FlowsGuarantor. (d) Concurrently with The restrictions contained in this Section 2.02(b) shall not prevent disclosure by Landlord of any information in any of the delivery thereof following circumstances: (i) Upon the order of any court or administrative agency to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year extent required by such order and any other financial information distributed generally to partners of the Partnership.not effectively stayed or by appeal or otherwise; (eii) The Makers further agree to keep fullUpon the request, true demand or requirement of any regulatory agency or authority having jurisdiction over such party, including the Securities and accurate accounts, records and books Exchange Commission (whether or not such request or demand has the force of all monies and income received from the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required.law); (fiii) The Holder shall have the right at all reasonable times to inspect the books, papers and records That has been publicly disclosed other than by breach of each Maker for the purposes of determining the correctness of any statements delivered to it this Section 2.02(b) by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof Landlord or by any agent or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail other Person who has agreed with Landlord to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under abide by the provisions of this Note and Section 2.02(b); (iv) To counsel or accountants for Landlord or counsel or accountants for such other person or entity who has agreed to abide by the Pledge Agreementprovisions of this Section 2.02(b); (v) While an Event of Default exists, in connection with the exercise of any right or remedy under this Guaranty, either Lease or any other related document; (vi) Independently developed by Landlord to the extent that confidential information provided by Guarantor is not used to develop such information; (vii) In any reporting to the beneficiaries; (viii) In connection with the securitization and/or sale of a loan or interest therein by a Lender (as defined in the Lease); or (ix) As otherwise required by Law.

Financial Statements; Books and Records. (a) Commencing not later than July 30Nutmeg has previously delivered to NewMil true, correct and complete copies of (a) the balance sheets of Nutmeg as of December 31 for the years 1997, 1998, and continuing not later than on 1999 and the last day related statements of Januaryincome, Aprilchanges in stockholders equity and cash flows for the years 1996 through 1999, July and October inclusive, in each succeeding Fiscal Year thereafter until this Note shall have been paid in fullcase accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, and again on (b) the day when unaudited balance sheets of Nutmeg as of March 31, 2000 and the last payment against related comparative unaudited statements of income, changes in stockholders equity and cash flows for the principal three month periods ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof is madewill fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of Westfield Partners such statements (including the related notes, where applicable) comply, and Westland Management shall deliver to the Holder unaudited financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles consistently applied for ("GAAP") during the Propertyperiods involved, certified by the principal financial officer of Westland Management and Westfield Partners, respectively, for except in each case as indicated in such fiscal quarter and (statements or in the case notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the secondcircumstances under which they were made, third not misleading, and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year Nutmeg has previously delivered or made available to the end NewMil true, correct and complete copies of such fiscal quarterreports. The books and records of Nutmeg have been, which shall includeand are being, maintained in all material respects in accordance with respect to the Property, a Statement of Rents GAAP and Expenses any other applicable legal and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarteraccounting requirements. (b) Commencing not later than April 30Except and to the extent (i) reflected, 1998disclosed or provided for in the financial statements as of December 31, 1999 referred to above, (ii) of liabilities incurred since December 31, 1999 in the ordinary course of business and consistent with past practice, and continuing not later than the thirtieth day (iii) of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver liabilities related to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the PropertyAgreement, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder)Nutmeg has no material liabilities, which shall includewhether absolute, with respect to the Propertyaccrued, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater contingent or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interestotherwise. (c) Commencing not later than July 30, 1997, The minute books of Nutmeg contain records of all meetings and continuing not later than on the last day other corporate action held of January, April, July its shareholders and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, Board of Directors (including committees thereof) and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flows. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (e) The Makers further agree to keep full, true are complete and accurate accounts, records and books of in all monies and income received from the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove requiredmaterial respects. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (a) Commencing not later than July 30, 1997, Guarantor shall keep adequate records and continuing not later than on the last day books of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver account with respect to the Holder unaudited financial statements prepared finances and business of Guarantor generally and with respect to the Leased Premises, in accordance with generally accepted accounting principles ("GAAP") consistently applied for applied, and shall permit Landlord and Lender by their respective agents, accountants and attorneys, upon reasonable notice to Guarantor, to examine (and make copies of) the Propertyrecords and books of account and to discuss the finances and business with the officers of Guarantor, certified at such reasonable times as may be requested by Landlord or Lender. Upon the principal financial officer request of Westland Management and Westfield PartnersLender or Landlord (either telephonically or in writing), respectively, for Guarantor shall provide the requesting party with copies of any information to which such fiscal quarter and (party would be entitled in the case course of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarterpersonal visit. (b) Commencing not later than April 30If at any time during the Term, 1998Guarantor ceases to be a publicly traded company and/or its financial reports and statements (e.g. 10-K and 10-Q reports) are no longer available to Landlord via Xxxxx or other online reporting sources without material cost to Landlord, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management then Guarantor shall deliver to Landlord and to Lender (i) within one hundred twenty (120) days of the Holder an original close of each fiscal year, annual audit report audited financial statements of Guarantor prepared by nationally recognized independent certified public accountants and (ii) within seventy-five (75) days after the end of each of the three remaining fiscal quarters unaudited financial statements and all other quarterly reports of Guarantor, certified by Guarantor's chief financial officer, and all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other Law. All financial statements of Guarantor shall be prepared in accordance with generally accepted accounting principles GAAP consistently applied for the Property, certified applied. All annual financial statements shall be accompanied (i) by an independent certified public accountant acceptable opinion of said accountants stating that (A) there are no qualifications as to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers scope of the Makers audit and a reconciliation between (B) the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared was performed in accordance with generally accepted accounting principles consistently applied for such Maker, certified GAAP and (ii) by the principal financial officer affidavit of the president or a vice president of Guarantor, dated within five (5) days of the delivery of such Makerstatement, for stating that (C) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any such fiscal quarter event has occurred and is continuing, specifying the nature and period of existence thereof and what action Guarantor has taken or proposes to take with respect thereto and (D) except as otherwise specified in the case such affidavit, that Guarantor has fulfilled all of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year its obligations under this Guaranty which are required to be fulfilled on or prior to the end date of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flowsaffidavit. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (e) The Makers further agree to keep full, true and accurate accounts, records and books of all monies and income received from the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (a) Commencing not later than July 30Attached at Section 3.5 of the PMSC Disclosure Schedule are true, 1997correct and complete copies of the audited financial statements of PMSC as of and for the fiscal years ended December 31, 2009 and continuing not later than on 2008 and the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied of PMSC as of and for the Propertyfiscal year ended December 31, certified by 2007 (collectively, and including the principal financial officer of Westland Management and Westfield Partnersrelated notes where applicable, respectively, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter“Financial Statements”). (b) Commencing not later than April 30, 1998, The Financial Statements fairly present the results of the consolidated operations and continuing not later than consolidated financial condition of PMSC for the thirtieth day respective fiscal periods or as of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, the respective dates therein set forth; each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report such statements has been prepared in accordance with generally accepted accounting principles consistently applied for the PropertyOCBOA tax basis accounting, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, except in each case without interestas indicated in such statements, in the notes thereto or as set forth at Section 3.5 of the PMSC Disclosure Schedules. The Financial Statements have been derived from the books and records of PMSC. Section 3.5 of the PMSC Disclosure Schedule sets forth (i) the accounting policies of PMSC as applied to the Financial Statements, and (ii) the differences between the Financial Statements under OCBOA tax basis accounting and under accounting principles generally accepted in the United States of America. (c) Commencing not later than July 30As of the date of this Agreement, 1997PMSC has no liabilities (whether accrued, and continuing not later than on the last day absolute, contingent or otherwise) arising out of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver transactions or events entered into prior to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for such MakerClosing Date, certified by the principal financial officer or any action or inaction, or any state of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall includefacts existing, with respect to such Makeror based upon transactions or events occurring prior to the Closing Date, a balance sheetexcept (i) liabilities reflected in the Financial Statements, a Statement (ii) liabilities incurred in the ordinary course of Income and Expenses and a Statement business subsequent to December 31, 2009, that individually or in the aggregate are not material to the financial condition or operating results of Cash FlowsPMSC, (iii) obligations not required under OCBOA tax basis accounting to be reflected in the Financial Statements or (iv) liabilities or obligations as otherwise set forth at Section 3.5(c) of the PMSC Disclosure Schedule. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (e) The Makers further agree to keep full, true and accurate accountsAll books, records and accounts of PMSC are accurate and complete, in all material respects, and are maintained in accordance with good business practice and all applicable Laws. The corporate minute books and stock record books of PMSC previously delivered to Buyer are true, correct and complete and accurately reflect all monies material corporate actions taken by PMSC; provided, however, that PMSC has elected to be a statutory close corporation under Section 33-18-103(b) of the South Carolina Business Corporations Act and income received from has since its inception been owned by a small number of stockholders who have been actively engaged in the Property business, and other information necessary or pertinent as a result PMSC has adhered to determining only a minimum of formalities for corporate meetings and records as permitted by Section 00-00-000 of the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal officesSouth Carolina Business Corporation Act. The Makers agree that the stock certificate books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records stock transfer ledgers of each Maker for the purposes of determining the correctness of any statements PMSC previously delivered to it by the MakersBuyer are true, correct and complete. Such inspection shall be made at the offices of the Makers All stock transfer taxes, if any, levied or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred payable with respect to the amount all transfers of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment shares of PMSC prior to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers Closing Date have understated Contingent Interest, then, been paid and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purposeappropriate transfer tax stamps affixed. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (a) Commencing not later than July Schedule 5.4 consists of the audited financial statements (balance sheet, income statement, statements of cash flows and owners equity and notes thereto) of each of the Amalphis Group (i) as of December 31, 2007 and December 31, 2008 and for the fiscal years then ended, and (ii) the unaudited combined balance sheet and statement of income of the Amalphis Group for the comparative nine month periods ended September 30, 19972009 and September 30, 2008 (collectively, the “Financial Statements”); in each case as reviewed (but not audited) by an accounting firm (the “Amalphis Accountants”) that is certified by the Public Company Accounting Oversight Board (“PCAOB”). (b) The Amalphis Group have delivered to ASSAC a letter from the Amalphis Accountants (the “Accountants Letter”), to the effect that (i) such Amalphis Accountants have reviewed by not audited the aforesaid Financial Statements, (ii) the aforesaid Financial Statements for the fiscal year ended December 31, 2009 can be audited by such Amalphis Accountants, and continuing not later than on (iii) that such audit can be completed by March 31, 2010. In addition, the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall Amalphis Group have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver issued to the Holder unaudited Amalphis Accountants a direction to complete the audits of the aforesaid 2009 Audited Financial Statements. (c) The Financial Statements fairly represent the financial statements position of the Amalphis Group as at such dates and the results of their operations for the periods then ended. The Financial Statements were prepared in accordance with generally accepted accounting principles consistently (“GAAP”) or International Financial Reporting Services (“IFRS”) applied for the Property, certified by the principal financial officer of Westland Management and Westfield Partners, respectively, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, on a consistent basis with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, prior periods except as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flowsotherwise stated therein. (d) Concurrently with the delivery thereof to the partners All accounts, books and ledgers of the PartnershipAmalphis Group have been properly and accurately kept and completed in all material respects on a basis consistent with those of preceding accounting periods, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The books and records fairly and correctly set out and disclose, in all material respects, the Makers will cause to be delivered to the Holder copies current financial position and condition of the Form K-1 of Amalphis Group. All financial transactions involving the Partnership for each Fiscal Year Amalphis Group have been accurately recorded in the books and any other financial information distributed generally to partners of the Partnershiprecords and all such transactions represent actual, bona fide transactions. (e) The Makers further agree to keep fullAmalphis anticipates that as at December 31, true and accurate accounts2009, records and books the audited net income after Taxes of all monies and income received from the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books Amalphis Group shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove requirednot less than $10,000,000. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (a) Commencing not later than July 30, 1997, Each Guarantor shall keep adequate records and continuing not later than on the last day books of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver account with respect to the Holder unaudited financial statements prepared finances and business of such Guarantor (as such records and books of account may be consolidated between Guarantors) generally and with respect to the Leased Premises, in accordance with generally accepted accounting principles (“GAAP”) consistently applied for applied, and subject to the Propertyprovisions of Section 2.02 (c) below, certified shall permit Landlord and Lender by their respective agents, accountants and attorneys, upon reasonable advance notice to Guarantor, to visit each Guarantor’s place of business and examine (and make copies of) the principal financial officer records and books of Westland Management account and Westfield Partnersto discuss the finances and business with the officers of such Guarantor, respectivelyat such reasonable times as may be requested by Landlord or Lender, for provided that such fiscal quarter and visits or inspections shall not unreasonably interfere with such Guarantor’s business operations. Upon the request of Lender or Landlord (either telephonically or in writing), Guarantor shall provide the requesting party with copies of any information to which such party would be entitled in the case course of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarterpersonal visit. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management AG shall deliver to Landlord and to Lender within ninety (90) days of the Holder an original close of each fiscal year, annual audit report audited financial statements of AG prepared by nationally recognized independent certified public accountants. AG shall also furnish to Landlord within sixty (60) days after the end of each of the three remaining fiscal quarters unaudited financial statements and all other quarterly reports of AG, certified by AG’s chief financial officer, and all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission (the “SEC”) pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other Law. All financial statements of AG shall be prepared in accordance with generally accepted accounting principles GAAP consistently applied for the Property, certified applied. All annual financial statements shall be accompanied (i) by an independent certified public accountant acceptable opinion of said accountants stating that (A) there are no qualifications as to the Holder scope of the audit and (it being agreed B) the audit was performed in accordance with GAAP and (ii) by the affidavit of the president or a vice president of AG, dated within five (5) days of the delivery of such statement, stating that (C) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any nationally-recognized public accounting firms such event has occurred and is acceptable continuing, specifying the nature and period of existence thereof and what action AG has taken or proposes to take with respect thereto and (D) except as otherwise specified in such affidavit, that AG has fulfilled all of its obligations under this Guaranty which are required to be fulfilled on or prior to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters date of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interestaffidavit. (c) Commencing not later than July 30Landlord, 1997Lender and their respective agents, accountants and attorneys, shall, except to the extent that such information is publicly available, including such information as is set forth in filings with the SEC, consider and treat on a strictly confidential basis (i) any information contained in the books and records of Guarantors, (ii) any copies of any books and records of Guarantors, and continuing not later than on the last day any financial statements of JanuaryGuarantors which are delivered to or received by them pursuant to Section 2.02(b). Landlord, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in fullLender, and again on the day when the last payment against the principal hereof is madetheir respective agents, each accountants and attorneys, shall conspicuously xxxx all copies of Westfield Partners such documents as “Confidential”. Neither Landlord, Lender, nor their respective agents, accountants and Westland Management attorneys, shall deliver to the Holder unaudited disclose any information contained in Guarantor’s books and records nor distribute copies of any of such books and records nor Guarantor’s financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by to any other Persons without the principal financial prior written consent of the chief operating officer of Xxxxxx Xxxxxxx, Ltd. Further, neither Landlord, Lender nor their respective agents, accountants and attorneys, shall use such Makerinformation for any purpose other than those directly related to this Guaranty or the Lease. For the avoidance of doubt, neither Landlord, Lender nor their respective agents, accountants and attorneys shall use such information for such fiscal quarter and (x) determining whether to invest in the case or divest from any securities of any of the secondGuarantors or Tenant, third and fourth fiscal quartersor (y) for the period from the beginning competing with any Guarantor or any of the applicable Fiscal Year Guarantors’ affiliates. No information which Landlord receives from any Guarantor shall be shared with or provided to any Person whose primary business is in competition with the end business of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement any Guarantor or any subsidiary of Income and Expenses and a Statement of Cash Flowsany Guarantor. (d) Concurrently with The restrictions contained in Paragraph 2.02(c) shall not prevent disclosure by Landlord or Lender of any information in any of the delivery thereof following circumstances: (i) Upon the order of any court or administrative agency to the partners of extent required by such order and not effectively stayed or by appeal or otherwise; provided that Landlord, Lender or their respective agents, accountants and attorneys, as the Partnershipcase may be, shall notify Guarantors as soon as reasonably possible, and shall reasonably cooperate with Guarantors, at such Guarantor’s expense, in any effort that a Guarantor may make to appeal or quash the Makers will cause order, request, or demand; provided further, that Landlord, Lender and their respective agents, accountants and attorneys shall not be required to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnershipnotify or cooperate with Guarantor if applicable law precludes it from doing so. (eii) The Makers further agree to keep fullUpon the request, true and accurate accountsdemand or requirement of any regulatory agency or authority having jurisdiction over such party, records and books including the SEC (whether or not such request or demand has the force of all monies and income received from the Property and other information necessary law); provided that Landlord, Lender or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree agents, accountants and attorneys, as the case may be, shall notify Guarantors as soon as reasonably possible, and shall reasonably cooperate with Guarantors, at such Guarantor’s expense, in any effort that a Guarantor may make to appeal or quash the books order, request, or demand; provided further, that Landlord, Lender and records for each particular Fiscal Year their respective agents, accountants and attorneys shall not be kept available for at least three years after such statements have been rendered as hereinabove requiredrequired to notify or cooperate with Guarantor if applicable law precludes it from doing so. (fiii) The Holder shall have the right at all reasonable times to inspect the books, papers and records That has been publicly disclosed other than by breach of each Maker for the purposes of determining the correctness of any statements delivered to it this Section 2.02(c) by the Makers. Such inspection shall be made at the offices of the Makers Lender or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof Landlord or by any agent other Person who has agreed with Landlord or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail Lender to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under abide by the provisions of this Section 2.02(c); (iv) To counsel or accountants for Lender or Landlord or counsel or accountants for such other person or entity who has agreed to abide by the provisions of this Section 2.02(c); (v) Independently developed by Landlord or Lender to the extent that confidential information provided by Guarantors is not used to develop such information; (vi) Upon the sale, transfer or assignment of any Note by Lender, or the grant by Lender of participations therein or the issuance of mortgage pass- through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, Landlord, Lender and the Pledge Agreementtheir respective agents, accountants and attorneys may disclose any such confidential information to each purchaser, transferee, assignee, servicer, participant, or investor; and (vii) As otherwise required by Law.

Financial Statements; Books and Records. (a) Commencing not later than July The Sellers have previously delivered to the Purchaser the financial statements listed on Schedule 4.9 hereto (collectively the “Financial Statements”), which include, without limitation : (i) the balance sheet (the “9/30 Balance Sheet”) of the Spinwell Entities for the period ending of September 30, 19972005 (the “9/30 Balance Sheet Date”); (ii) the audited statements of income and expenses, changes in membership capitalization and continuing not later cash flow for the three fiscal years then ended (with the first such year being less than on a full calendar year); (iii) the last day compiled balance sheet of Januarythe Spinwell Entities as of September 30, April2004 and the compiled statements of income and the expenses, July changes in membership capitalization and October in each succeeding Fiscal Year thereafter until this Note shall cash flow for the twelve (12) months then ended. The Financial Statements have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for the PropertyGAAP, certified by the principal financial officer of Westland Management and Westfield Partners, respectively, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall includeexcept for, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial unaudited statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flows. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (e) The Makers further agree to keep full, true and accurate accounts, records and books of all monies and income received from the Property footnotes and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of disclosures which accounts, records are by practice omitted ) applied on a consistent basis and books shall be kept by the Makers at their respective principal offices. The Makers agree that were prepared from the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have of the right at all reasonable times to inspect the booksSpinwell Entities, papers and books and records of each Maker the Spinwell Entitles are complete and correct in all material respects, accurately reflect all transactions of any of the Spinwell Entities, and have been made available to Purchaser for examination . The Financial Statements fairly present the financial position of the Spinwell Entities as of the dates thereof and the results of its operations for the purposes of determining periods ended on the correctness of any statements delivered to it by dates thereof. Since the Makers. Such inspection shall be made at 9/30 Balance Sheet Date: (i) there has been no material change in the offices assets, liabilities or financial condition of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf business of the Holder may be made Company or Spinwell (the “Business”) other than in the ordinary course of business; and (ii) none of the business, prospects, financial condition, operations, property or affairs of the Company or Spinwell have been materially adversely affected by any officer thereof occurrence or by any agent or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-describeddevelopment, individually or in the event aggregate, whether or not insured against. The 9/30 Balance Sheet reflects, as of the failure 9/30 Balance Sheet Date, all liabilities of Spinwell, to the Makers extent such items are required to permit be reflected on the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default 9/30 Balance Sheet under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge AgreementGAAP.

Financial Statements; Books and Records. (a) Commencing not later than July 30Borrower shall furnish to MVP its opening balance sheet reflecting the net worth of Borrower, 1997which shall be certified by Borrower or otherwise in a manner satisfactory to MVP. Borrower shall also furnish MVP with copies of all of its federal tax returns (with all schedules) and all reports filed by it with any governmental entity or agency within ten (10) days of filing. Notwithstanding the foregoing, MVP may, at its option, upon the occurrence of any default by Borrower or Guarantor, require Borrower to furnish updated financial statements during the term of the loan on a periodic basis together with such other financial information as may from time to time be reasonably required by MVP, all in form and detail reasonably satisfactory to MVP. (b) As soon as practicable and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year Guarantor shall furnish to MVP, either (i) a copy of a report on Form 10-QSB, or any successor form, and continuing not later than on any amendments thereto, filed by Guarantor with the last day of January, April, July Securities and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver Exchange Commission with respect to the Holder immediately preceding fiscal quarter or (ii) an unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for consolidated balance sheet of Guarantor as of the Property, certified by the principal financial officer close of Westland Management and Westfield Partners, respectively, for such fiscal quarter and unaudited consolidated statements of income, stockholders' equity and cash flows for the fiscal quarter then ended and that portion of the fiscal year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the secondbalance sheet, third as of the end of) the preceding fiscal year and fourth fiscal quarters) prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by a the Chief Executive Officer or Chief Financial Officer of Guarantor to present fairly in all material respects the financial condition of the Parent and Guarantor as of their respective dates and the results of operations of Guarantor and Borrower for the period from the beginning of the applicable Fiscal Year respective periods then ended, subject to normal year end adjustments. (c) As soon as practicable and in any event within ninety (90) days after the end of such each fiscal quarteryear Guarantor shall furnish to MVP, which shall includeeither (i) a copy of a report on Form 10-KSB, or any successor form, and any amendments thereto, filed by Guarantor with the Securities and Exchange Commission with respect to the Propertyimmediately preceding fiscal year or (ii) an audited consolidated balance sheet of the Borrower and Guarantor as of the close of such fiscal year and audited consolidated statements of income, a Statement of Rents stockholders' equity and Expenses and a Statement of Cash Flows and cash flows for the fiscal year then ended, including the notes thereto, all data necessary for calculation of Contingent Interest in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter. (b) Commencing not later than April 30, 1998, year and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared firm in accordance with generally accepted GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles consistently applied for such Maker, certified by and practices during the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flows. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnershipyear. (e) The Makers further agree In addition to keep fullthe foregoing, true Borrower and accurate accountsGuarantor shall make or cause to be made available to MVP or its representative(s) such books, records and books of all monies and reports (including, but not limited to, income received from tax returns) that in any way may reasonably pertain to said party's financial condition or the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be loan herein made by any officer thereof or MVP upon reasonable request therefor from time to time made by any agent or accountant appointed for that purposeMVP. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (a) Commencing not later than July 30Borrower shall furnish to Fifth Third its opening balance sheet reflecting the net worth of Borrower, 1997which shall be certified by Borrower or otherwise in a manner satisfactory to Fifth Third. Borrower shall also furnish Fifth Third with copies of all of its federal tax returns (with all schedules) and all reports filed by it with any governmental entity or agency within ten (10) days of filing. Notwithstanding the foregoing, Fifth Third may, at its option, upon the occurrence of any default by Borrower or Corporate Guarantor, require Borrower to furnish updated financial statements during the term of the loan on a periodic basis together with such other financial information as may from time to time be required by Fifth Third, all in form and detail reasonably satisfactory to Fifth Third. (b) As soon as practicable and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year Corporate Guarantor shall furnish to Fifth Third, either (i) a copy of a report on Form 10-Q, or any successor form, and continuing not later than on any amendments thereto, filed by the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on Parent with the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver United States Securities & Exchange Commission ("SEC") with respect to the Holder immediately preceding fiscal quarter or (ii) an unaudited financial consolidated balance sheet of Parent and Corporate Guarantor as of the close of such fiscal quarter and unaudited consolidated statements of income, stockholders' equity and cash flows for the fiscal quarter then ended and that portion of the fiscal year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the preceding fiscal year and prepared in accordance with generally accepted accounting principles consistently applied for ("GAAP"), and, if applicable, containing disclosure of the Propertyeffect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the principal financial officer of Westland Management and Westfield Partners, respectively, for such fiscal quarter and (in the case Chief Executive Officer or Chief Financial Officer of the second, third Parent to present fairly in all material respects the financial condition of the Parent and fourth fiscal quarters) Corporate Guarantor as of their respective dates and the results of operations of the Parent and Corporate Guarantor for the period from the beginning of the applicable Fiscal Year respective periods then ended, subject to normal year end adjustments. (c) As soon as practicable and in any event within ninety (90) days after the end of such each fiscal quarteryear Corporate Guarantor shall furnish to Fifth Third, which shall includeeither (i) a copy of a report on Form 10-K, or any successor form, and any amendments thereto, filed by Parent with the SEC with respect to the Propertyimmediately preceding fiscal year or (ii) an audited consolidated balance sheet of the Parent and Corporate Guarantor as of the close of such fiscal year and audited consolidated statements of income, a Statement of Rents stockholders' equity and Expenses and a Statement of Cash Flows and cash flows for the fiscal year then ended, including the notes thereto, all data necessary for calculation of Contingent Interest in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter. (b) Commencing not later than April 30, 1998, year and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared firm in accordance with generally accepted GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles consistently applied for such Maker, certified by and practices during the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flowsyear. (d) Concurrently with Corporate Guarantor and Borrower shall also provide Fifth Third on or before the delivery thereof to 20th day of each calendar month, a Borrowing Base Certificate (as defined in the partners Line of Credit Note) and an aging (based on date of invoice) of its Accounts through the end of the Partnershipprior calendar month, the Makers will cause such report to be delivered in form reasonably satisfactory to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year Fifth Third and any other certified as true, complete and correct by both Corporate Guarantor's and Borrower's chief financial information distributed generally to partners of the Partnershipofficer. (e) The Makers further agree to keep full, true and accurate accounts, records and books Corporate Guarantor shall also furnish Fifth Third with copies of all monies federal tax returns (with all schedules) of it and/or Parent (if consolidated) and income received all reports filed by it or Parent with any governmental entity or agency (including, without limitation, the SEC) within ten (10) days of filing. Notwithstanding the foregoing, Fifth Third may, at its option, upon the occurrence of any default by Borrower or Corporate Guarantor, require Corporate Guarantor to furnish updated financial statements during the term of the loan on a periodic basis together with such other financial information as may from the Property and other information necessary or pertinent time to determining the amount of Contingent Interest due the Holdertime be required by Fifth Third, all of which accounts, records in form and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove requireddetail satisfactory to Fifth Third. (f) The Holder Individual Guarantors shall have the right each furnish to Fifth Third their respective annual federal income tax returns (with all schedules) within ten (10) days of filing and shall provide Fifth Third, at all reasonable times to inspect the books, papers and records least annually on or before April 30 of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or calendar year, and at such other place times as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made requested by any officer thereof or by any agent or accountant appointed for that purposeFifth Third, with a personal financial statement in form and with certification satisfactory to Fifth Third. (g) In addition to the event that the Makers foregoing, Borrower and Guarantors shall refuse make or fail cause to furnish any statements as afore-described, or in the event of the failure of the Makers be made available to permit the Holder Fifth Third or its representative representative(s) such books, records and reports (including, but not limited to, income tax returns) that in any way may reasonably pertain to inspect its books and records on request, as provided in clauses (e) and (f) hereof, said party's financial condition or the Holder may consider such acts as a default under this Note (subject loan herein made by Fifth Third upon reasonable request therefor from time to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreementtime made by Fifth Third.

Financial Statements; Books and Records. (a) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management Guarantor shall deliver to Landlord and to Lender within seventy-five (75) days of the Holder close of each fiscal year of Guarantor, annual audited financial statements of Guarantor (which must include Tenant as part of the Tenant Group) certified by a nationally recognized firm of independent certified public accountants. Guarantor also shall furnish to Landlord within thirty (30) days after the end of each of the three (3) remaining fiscal quarters unaudited financial statements and all other quarterly reports of Guarantor, certified by Guarantor's chief financial officer, and all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other Law. All financial statements of Guarantor shall be prepared in accordance with generally accepted accounting principles GAAP consistently applied for applied. All annual financial statements shall be accompanied (i) by an opinion of said accountants stating that (A) there are no qualifications as to the Property, certified by scope of the principal financial officer of Westland Management and Westfield Partners, respectively, for such fiscal quarter audit and (in B) the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared was performed in accordance with generally accepted accounting principles consistently applied for GAAP and (ii) by the Propertyaffidavit of the president or a vice president of Guarantor, certified by dated within five (5) days of the delivery of such statement, stating that (C) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an independent certified public accountant acceptable Event of Default which has occurred and is continuing hereunder or, if any such event has occurred and is continuing, specifying the nature and period of existence thereof and what action Guarantor has taken or proposes to take with respect thereto and (D) except as otherwise specified in such affidavit, that Guarantor has fulfilled all of its obligations under this Guaranty which are required to be fulfilled on or prior to the Holder (it being agreed that date of such affidavit. Notwithstanding any nationally-recognized public accounting firms is acceptable of the foregoing to the Holder)contrary, so long as the Guarantor is a public company and the consolidated quarterly and annual financials of Guarantor (which shall include, with respect to the Property, must include Tenant as a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers part of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall Tenant Group) that Guarantor otherwise would be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay required hereinabove to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flows. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered are available to Landlord via EDGAR or other online service at no material cost to Landlord, then Lxxxxxrd agrees that it shall obtain such quarterly and annual financials through such service and that Guarantor shall not be required to make the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (e) The Makers further agree to keep full, true and accurate accounts, records and books of all monies and income received from the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal officesphysical deliveries required hereinabove. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purpose. (g) In the event that Landlord (or any direct or indirect parent company) is required to disclose Tenant's or Guarantor's financial statements, as the Makers shall refuse or fail to furnish any statements as afore-described, case may be (in whole or in summary form), in order to comply with its public filing and disclosure requirements under the event of rules or regulations promulgated by the failure of Securities & Exchange Commission ("SEC"), then Guarantor shall cause the Makers certified public accountants that audited such financial statements to permit the Holder provide Landlord with written consent to allow such auditor's report to be disclosed and/or incorporated by reference into Landlord's or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreementultimate parent company's SEC filings.

Financial Statements; Books and Records. So long as the Loans are outstanding, the Borrowers shall furnish to the Administrative Agent (and the Administrative Agent shall promptly furnish to the Lenders, except to the extent a Lender has notified the Administrative Agent in writing that it does not wish to receive such information): (a) Commencing not later than July 30within 135 days after the end of each fiscal year beginning with the fiscal year ending December 31, 19972014, audited annual financial statements of each of the Borrower Group (on a stand-alone basis, unconsolidated with Parent or any other 21C Entities) and continuing not later than Parent (with its consolidated Subsidiaries) prepared in accordance with GAAP, in each case, accompanied by the unqualified opinion of Deloitte & Touche LLP or other nationally-recognized independent public accountants reasonably or otherwise acceptable to the Administrative Agent (acting at the direction of the Required Lenders); (b) (i) within 75 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited quarterly financial statements of the Borrower Group (on a stand-alone basis, unconsolidated with Parent or any other 21C Entities) prepared in accordance with GAAP (subject to the absence of footnotes) and (ii) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited quarterly financial statements of Parent (with its consolidated Subsidiaries) prepared in accordance with GAAP (subject to the absence of footnotes); and (c) concurrently with any delivery of financial statements under paragraph (a) or (b)(i) above, a certificate of the Chief Financial Officer of the Borrower Group substantially in the form of Exhibit G, setting forth computations in reasonable detail satisfactory to the Administrative Agent which set forth the Borrower’s calculation of the Consolidated EBITDA of Target for the Test Period ended as of the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified fiscal period covered by the principal financial officer of Westland Management and Westfield Partners, respectively, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flows. (d) .. Concurrently with the delivery thereof to the partners of the Partnershipfinancial statements required pursuant to Section 6.1(a) and (b), the Makers will cause to be delivered to Term B Loan Borrower shall (directly or through disclosure by the Holder copies 21C Group) publicly disclose Consolidated EBITDA and total revenue of the Form K-1 Borrower Group. On or immediately after the Closing Date, the Term B Loan Borrower shall (directly or through disclosure by the 21C Group) publicly disclose (x) the 2014 projection of EBITDA and total revenue of the Partnership for Target and its Subsidiaries, and (y) such other information reasonably requested by the Lenders. So long as the Loans are outstanding, the Borrowers shall, and shall cause each Fiscal Year and any other financial information distributed generally to partners of the Partnership. Restricted Subsidiaries (ex) The Makers further agree to keep proper books of record and account in which full, true and accurate accountscorrect entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to such Covenant Party’s business and activities, and (y) to permit any representatives and independent contractors designated by the Administrative Agent (acting at the direction of the Required Lenders) to visit and inspect the financial records and books the properties of all monies and income received from the Property and other information necessary any or pertinent to determining the amount of Contingent Interest due the Holder, all of which accountsthe Covenant Parties at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, records and books shall be kept permit any representatives and independent contractors designated by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. Administrative Agent (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made acting at the offices direction of the Makers or Required Lenders) to discuss the affairs, finances and condition of such Covenant Party with the officers thereof and independent accountants therefor, in each case, at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf expense of the Holder may Borrowers, provided that so long as no Event of Default is continuing (i) the Borrowers shall only be made by any officer thereof or by any agent or accountant appointed for that purpose. required to bear the cost one such visit per fiscal year and (gii) In the event that Administrative Agent shall only be permitted to meet with the Makers shall refuse or fail to furnish any statements as afore-described, or in the event independent auditors of the failure Borrowers one time per fiscal year within 30 days after delivery of the Makers financial statements required to permit the Holder or its representative be delivered pursuant to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge AgreementSection 6.1(a).

Financial Statements; Books and Records. a. Sellers have made available to the Purchaser: i. the audited combined balance sheets of Conwood Company, L.P., Conwood Sales Company, L.P., Rosswil, LLC and Sxxxx Tobacco, LLC (acollectively, the “Conwood Companies”) Commencing not later than July 30as of December 31, 19972005, 2004 and 2003, and continuing not later than on the last day related combined statements of Januaryincome, Aprilstockholders’ equity and cash flows for the years then ended (collectively, July and October in each succeeding Fiscal Year thereafter until this Note the “Audited Financial Statements”). The audited combined balance sheet of the Conwood Companies as of December 31, 2005 shall have been paid in fullbe referred to as the “Latest Balance Sheet”; and ii. the unaudited combined balance sheets of the Conwood Companies as of March 31, 2006, and again the related combined statements of income, stockholders’ equity and cash flows for the three-month period then ended (collectively, the “Unaudited Financial Statements”). The Unaudited Financial Statements and the Audited Financial Statements are collectively referred to herein as the “Financial Statements.” b. Except as set forth on the day when the last payment against the principal hereof is madeSchedule 4.8(b), each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements Financial Statement has been prepared in accordance with generally accepted accounting principles GAAP consistently applied throughout the periods covered by such Financial Statement(except for any changes in application set forth in the notes to any such Financial Statement), and presents fairly, in all material respects, the consolidated or combined financial position of the subject company or companies as of such dates and the results of operations and cash flows for the Propertyrespective periods then ended, certified by the principal financial officer of Westland Management and Westfield Partnersas applicable, respectivelysubject to, for such fiscal quarter and (in the case of the secondUnaudited Financial Statements, third the absence of notes and fourth fiscal quarters) schedules and normal year end adjustments. c. Except for the period Excluded Liabilities, New Asworth and the Acquired Companies do not have any Liabilities required by GAAP to be reflected on a balance sheet except: (i) Liabilities reflected or reserved against on the Latest Balance Sheet; (ii) Liabilities which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business or otherwise incurred in connection with the transactions contemplated by this Agreement; (iii) Liabilities disclosed as such elsewhere in this Agreement or the Disclosure Schedules and/or Exhibits hereto (including on Schedule 4.8(c)); and (iv) Liabilities that would not reasonably be expected to have a Material Adverse Effect. As of immediately following consummation of the Preliminary Transactions and as of the Closing Date, except for obligations or Liabilities incurred in connection with its formation and the transactions contemplated thereby and hereby, including without limitation, the Preliminary Transactions, New Asworth will not have incurred, directly or indirectly through any Affiliate, any obligations or Liabilities or engaged in any business or activities of any type or kinds whatsoever or entered into any arrangements with any Person. Sellers will take all action necessary to ensure that New Asworth does not at any time prior to the Closing Date own any asset other than the Capital Interests in (i) the Acquired Companies that were transferred to New Asworth in connection with consummation of the Preliminary Transactions or (ii) Remainco. d. Except as disclosed therein, the Financial Statements have been prepared from the beginning books, records and accounts of the applicable Fiscal Year Company and each Acquired Company. The books, records and accounts of the Company and each Acquired Company (i) have been maintained in accordance with reasonable business practices, and (ii) fairly reflect in all material respects the transactions related to the end assets and properties of the Company and each Acquired Company. e. The Company and each Acquired Company have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (x) to permit preparation of financial statements in accordance with GAAP or any other criteria applicable prior to the Closing Date to such fiscal quarter, which shall include, statements and (y) to maintain accountability for assets; and (iii) the amount recorded for assets on the Company’s and each Acquired Company’s books and records is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. To the PropertyKnowledge of Sellers, during the past three (3) years, there has not been any fraud, whether or not material, that involves management or other employees who have a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for significant role in the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarterCompany’s or any Acquired Company’s internal controls. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers f. As of the Makers and a reconciliation between Closing Date, neither the audited financial report and the Contingent Interest statement. If, Company nor any Acquired Company will have any Indebtedness other than as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated set forth on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interestSchedule 4.8(f). (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flows. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (e) The Makers further agree to keep full, true and accurate accounts, records and books of all monies and income received from the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (ai) Commencing not later than July 4(g) of the Disclosure Schedule sets forth the following financial statements (collectively the “Financial Statements”): (i) audited consolidated balance sheets and statements of income, changes in stockholders’ equity, and cash flow as of and for the fiscal year ended June 30, 19972007 (the “Most Recent Fiscal Year End”) and the six-month period ended June 30, 2006 for Parent and its Subsidiaries; (ii) unaudited consolidated balance sheets and statements of income, changes in stockholders’ equity, and continuing not later than on cash flow as of and for the last day three-month periods ending September 30, 2007 (the “Most Recent Fiscal Month End”), for Parent and its Subsidiaries, and (iii) unaudited consolidated balance sheets and statements of Januaryincome as of and for the fiscal year ended June 30, April, July 2007 for HOST and October in each succeeding Fiscal Year thereafter until this Note shall its Subsidiaries (the “HOST Financial Statements”). The Financial Statements (including the notes thereto) have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied GAAP throughout the periods covered thereby and present fairly the financial condition of HOST and its Subsidiaries on a stand alone basis as of such dates and the results of operations of HOST and its Subsidiaries for such periods; provided, however, that (i) the Financial Statements for the PropertyMost Recent Fiscal Month End are subject to quarterly closing adjustments related to Triple Crown Media LLC and Parent and impairment charges dictated by GAAP, certified by the principal financial officer of Westland Management and Westfield Partners, respectively, for such fiscal quarter and (in ii) the case of the secondHOST Financial Statements lack any cost allocations from Parent for corporate overhead, third including among other, accounting, human resource and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarterIT costs, which shall include, with respect to the Property, a Statement of Rents lack footnotes and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarterother presentation items. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flows. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (eii) The Makers further agree to keep full, true and accurate accounts, records and books of all monies and income received from the Property account, minute books and other information necessary or pertinent to determining the amount records of Contingent Interest due the HolderHOST and its Subsidiaries, all of which accountshave been made available to Buyer, records are correct and books shall be kept by complete in all material respects. At the Makers at their respective principal offices. The Makers agree that the Closing, all of those books and records for each particular Fiscal Year shall will be kept available for at least three years after such statements have been rendered as hereinabove requiredin the possession of HOST and its Subsidiaries. (fiii) The Holder shall have the right at all HOST and its Subsidiaries maintain internal accounting controls which, in Parent’s reasonable times to inspect the booksjudgment, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found provide reasonable assurance that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purpose. (g1) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed transactions are executed in accordance with the rights management’s authorization, and remedies afforded it at law (2) transactions are recorded as necessary to permit preparation of reliable financial statements and under the provisions of this Note to maintain accountability for earnings and the Pledge Agreementassets.

Financial Statements; Books and Records. (a) Commencing not later than July 30, 1997, Each Guarantor shall keep adequate records and continuing not later than on the last day books of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver account with respect to the Holder unaudited financial statements prepared finances and business of such Guarantor generally and with respect to the Leased Premises, in accordance with generally accepted accounting principles ("GAAP") consistently applied for applied, and subject to the Propertyprovisions of Section 2.02 (c) below, certified shall permit Landlord and Lender by their respective agents, accountants and attorneys, upon reasonable advance notice to Guarantor, to visit each Guarantor's place of business and examine (and make copies of) the principal financial officer records and books of Westland Management account and Westfield Partnersto discuss the finances and business with the officers of such Guarantor, respectivelyat such reasonable times as may be requested by Landlord or Lender, for provided that such fiscal quarter and visits or inspections shall not unreasonably interfere with such Guarantor's business operations. Upon the request of Lender or Landlord (either telephonically or in writing), Guarantor shall provide the requesting party with copies of any information to which such party would be entitled in the case course of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarterpersonal visit. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management LTD shall deliver to Landlord and to Lender within ninety (90) days of the Holder an original close of each fiscal year, annual audit report audited financial statements of LTD prepared by nationally recognized independent certified public accountants. LTD shall also furnish to Landlord within sixty (60) days after the end of each of the three remaining fiscal quarters unaudited financial statements and all other quarterly reports of LTD, certified by LTD's chief financial officer, and all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission (the "SEC") pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other Law. All financial statements of LTD shall be prepared in accordance with generally accepted accounting principles GAAP consistently applied for the Property, certified applied. All annual financial statements shall be accompanied (i) by an independent certified public accountant acceptable opinion of said accountants stating that (A) there are no qualifications as to the Holder scope of the audit and (it being agreed B) the audit was performed in accordance with GAAP and (ii) by the affidavit of the president or a vice president of LTD, dated within five (5) days of the delivery of such statement, stating that (C) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any nationally-recognized public accounting firms such event has occurred and is acceptable continuing, specifying the nature and period of existence thereof and what action LTD has taken or proposes to take with respect thereto and (D) except as otherwise specified in such affidavit, that LTD has fulfilled all of its obligations under this Guaranty which are required to be fulfilled on or prior to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters date of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interestaffidavit. (c) Commencing not later than July 30Landlord, 1997Lender and their respective agents, accountants and attorneys, shall, except to the extent that such information is publicly available, including such information as is set forth in filings with the SEC, consider and treat on a strictly confidential basis (i) any information contained in the books and records of Guarantors, (ii) any copies of any books and records of Guarantors, and continuing not later than on the last day any financial statements of JanuaryGuarantors which are delivered to or received by them pursuant to Section 2.02(b). Landlord, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in fullLender, and again on the day when the last payment against the principal hereof is madetheir respective agents, each accountants and attorneys, shall conspicuously xxxx all copies of Westfield Partners such documents as "Confidential". Neither Landlord, Lender, nor their respective agents, accountants and Westland Management attorneys, shall deliver to the Holder unaudited disclose any information contained in Guarantor's books and records nor distribute copies of any of such books and records nor Guarantor's financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by to any other Persons without the principal financial prior written consent of the chief operating officer of Xxxxxx Xxxxxxx, Ltd. Further, neither Landlord, Lender nor their respective agents, accountants and attorneys, shall use such Makerinformation for any purpose other than those directly related to this Guaranty or the Lease. For the avoidance of doubt, neither Landlord, Lender nor their respective agents, accountants and attorneys shall use such information for such fiscal quarter and (x) determining whether to invest in the case or divest from any securities of any of the secondGuarantors or Tenant, third and fourth fiscal quartersor (y) for the period from the beginning competing with any Guarantor or any of the applicable Fiscal Year Guarantors' affiliates. No information which Landlord receives from any Guarantor shall be shared with or provided to any Person whose primary business is in competition with the end business of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement any Guarantor or any subsidiary of Income and Expenses and a Statement of Cash Flowsany Guarantor. (d) Concurrently with The restrictions contained in Paragraph 2.02(c) shall not prevent disclosure by Landlord or Lender of any information in any of the delivery thereof following circumstances: (i) Upon the order of any court or administrative agency to the partners of extent required by such order and not effectively stayed or by appeal or otherwise; provided that Landlord, Lender or their respective agents, accountants and attorneys, as the Partnershipcase may be, shall notify Guarantors as soon as reasonably possible, and shall reasonably cooperate with Guarantors, at such Guarantor's expense, in any effort that a Guarantor may make to appeal or quash the Makers will cause order, request, or demand; provided further, that Landlord, Lender and their respective agents, accountants and attorneys shall not be required to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnershipnotify or cooperate with Guarantor if applicable law precludes it from doing so. (eii) The Makers further agree to keep fullUpon the request, true and accurate accountsdemand or requirement of any regulatory agency or authority having jurisdiction over such party, records and books including the SEC (whether or not such request or demand has the force of all monies and income received from the Property and other information necessary law); provided that Landlord, Lender or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree agents, accountants and attorneys, as the case may be, shall notify Guarantors as soon as reasonably possible, and shall reasonably cooperate with Guarantors, at such Guarantor's expense, in any effort that a Guarantor may make to appeal or quash the books order, request, or demand; provided further, that Landlord, Lender and records for each particular Fiscal Year their respective agents, accountants and attorneys shall not be kept available for at least three years after such statements have been rendered as hereinabove requiredrequired to notify or cooperate with Guarantor if applicable law precludes it from doing so. (fiii) The Holder shall have the right at all reasonable times to inspect the books, papers and records That has been publicly disclosed other than by breach of each Maker for the purposes of determining the correctness of any statements delivered to it this Section 2.02 (c) by the Makers. Such inspection shall be made at the offices of the Makers Lender or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof Landlord or by any agent other Person who has agreed with Landlord or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail Lender to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under abide by the provisions of this Section 2.02(c); (iv) To counsel or accountants for Lender or Landlord or counsel or accountants for such other person or entity who has agreed to abide by the provisions of this Section 2.02(c); (v) Independently developed by Landlord or Lender to the extent that confidential information provided by Guarantors is not used to develop such information; (vi) Upon the sale, transfer or assignment of any Note by Lender, or the grant by Lender of participations therein or the issuance of mortgage pass- through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, Landlord, Lender and the Pledge Agreementtheir respective agents, accountants and attorneys may disclose any such confidential information to each purchaser, transferee, assignee, servicer, participant, or investor; and (vii) As otherwise required by Law.

Financial Statements; Books and Records. (a) Commencing not later than July 30, 1997, Guarantor shall keep adequate records and continuing not later than on the last day books of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by the principal financial officer of Westland Management and Westfield Partners, respectively, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, account with respect to the Propertyfinances and business of Guarantor generally and with respect to the Leased Premises, a Statement in accordance with United States’ generally accepted accounting principals (“GAAP”) consistently applied, and shall permit Landlord and Lender by their respective agents, accountants and attorneys, upon reasonable notice to Guarantor, to visit and inspect the Leased Premises and examine (and make copies of) the records and books of Rents account and Expenses to discuss the finances and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together business with the Contingent Interest payment required under this Note for officers of Guarantor, at such fiscal quarterreasonable times as may be requested by Landlord or Lender. Upon the request of Lender or Landlord (either telephonically or in writing), Guarantor shall provide the requesting party with copies of any information to which such party would be entitled in the course of a personal visit. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management Guarantor shall deliver to Landlord and to Lender within one hundred twenty (120) days of the Holder an original close of each fiscal year, annual audit report audited consolidated financial statements (which shall include without limitation income statements, balance sheets and statements of cash flows) of Guarantor (which shall include Tenant) prepared by independent certified public accountants. Guarantor shall also furnish to Landlord within sixty (60) days after the end of each of the three remaining fiscal quarters unaudited consolidated financial statements (which shall include Tenant) and all other quarterly reports of Guarantor, certified by Guarantor’s chief financial officer, and all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other Law. All financial statements of Guarantor shall be prepared in accordance with generally accepted accounting principles GAAP consistently applied for the Property, certified applied. All annual financial statements shall be accompanied (i) by an independent certified public accountant acceptable opinion of said accountants stating that (A) there are no qualifications as to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers scope of the Makers audit and a reconciliation between (B) the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared was performed in accordance with generally accepted accounting principles consistently applied for such Maker, certified GAAP and (ii) by the principal financial officer affidavit of the president or a vice president of Guarantor, dated within five (5) days of the delivery of such Makerstatement, for stating that (C) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any such fiscal quarter event has occurred and is continuing, specifying the nature and period of existence thereof and what action Guarantor has taken or proposes to take with respect thereto and (D) except as otherwise specified in the case such affidavit, that Guarantor has fulfilled all of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year its obligations under this Guaranty which are required to be fulfilled on or prior to the end date of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flowsaffidavit. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (e) The Makers further agree to keep full, true and accurate accounts, records and books of all monies and income received from the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (a) Commencing not later than July 30, 1997KBI shall, and continuing not later than on shall cause each of its Subsidiaries to, deliver to KB (i) as soon as practicable after the last day end of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in fullfiscal year of KBI, and again on the day when the last payment against the principal hereof is madein any event within 90 days thereafter, each an unaudited consolidated balance sheet of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by the principal financial officer KBI as of Westland Management and Westfield Partners, respectively, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement year and an unaudited consolidated income statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note KBI for such year (collectively, the “Financial Statements”) and (ii) within five (5) business days after the end of each fiscal quarter. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day quarter of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit reportKBI, a certificate in the form set forth as Exhibit 4.3(a) hereto executed by the chief financial officer of KBI, certifying compliance with the provisions of this NoteArticle IV and Section 3.12 of the Master Restructuring Agreement. Notwithstanding the foregoing, which certificate of compliance in the event that there shall have been no Allocation Shortfall or Allocation Default or such Allocation Shortfall or Allocation Default shall have been cured and KBI shall be executed by Past Due on the principal financial officers payment of any dividend to the holder(s) of the Makers Class A Preferred Stock or Class C Preferred Stock, the Financial Statements required to be delivered pursuant to clause (i) of this Section 4.3(a) shall be audited. (b) The Financial Statements shall (i) be in accordance with the books and a reconciliation between records of KBI and its consolidated Subsidiaries, (ii) fairly present the audited financial report position of KBI as of the dates and for the Contingent Interest statement. Ifperiods indicated therein in accordance with GAAP, as a result except for (i) the recognition of audit adjustments the revaluation of the net assets of KBI (the “Asset Revaluation”) effected in connection with such audited financial statementsthe declaration and payment of a stock dividend to KB and TR Holdings in November, 1997 and (ii) the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis non-recognition of the unaudited financial statements for purchase accounting consequences of TR Holdings’ purchase of the four quarters of such Fiscal Year, KBI Common Shares at the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interestClosing. (c) Commencing not later than July 30, 1997KBI shall, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, cause each of Westfield Partners its Subsidiaries to, maintain true, correct and Westland Management shall deliver to the Holder unaudited financial statements prepared complete books, records and accounts in accordance with generally accepted accounting principles consistently applied GAAP (except for such Maker, certified by the principal financial officer of such Maker, for such fiscal quarter and (in the case treatment of the second, third Asset Revaluation and fourth fiscal quarters) for the period from the beginning TR Holdings’ purchase of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash FlowsKBI Common Shares). (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (e) The Makers further agree to keep full, true and accurate accounts, records and books of all monies and income received from the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (a) Commencing not later than July 30The pro forma restated --------------------------------------- combined financial statements of WFLP (as nominee for California Farms) and FWRLP for the years ended December 31, 19971996 and 1995, copies of which have been furnished to Buyer, have been prepared to reflect the assets and continuing liabilities of WFLP and its property and leasing operations after eliminating cattle operations and non-recurring and certain discretionary expenses not later than on related to the last day of Januaryleasing operations. Such pro forma restated combined financial statements, Aprilsubject to such pro forma adjustments and certain assumptions described therein, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid prepared on a consistent basis during the periods involved and present fairly, in fullall material respects, the restated pro forma combined financial position of the property of WFLP (as nominee for California Farms) and again on FWRLP as of December 31, 1996 and 1995 and the day when results of operations of WFLP (as nominee for California Farms) and FWRLP for the last payment against the principal hereof is madeyears ended December 31, each 1996 and 1995. The books of Westfield Partners account, record books, minutes books and Westland Management shall deliver to the Holder unaudited financial statements prepared other partnership records of WFLP are in all material respects complete and correct and have been maintained in accordance with generally accepted accounting principles consistently applied for the Property, certified by the principal financial officer of Westland Management and Westfield Partners, respectively, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quartergood business practices. (b) Commencing not later than April 30The projected pro forma combined financial statements of WFLP (as nominee for California Farms) and FWRLP for the eight months ended August 31, 19981997, copies of which have been furnished to Buyer, have been prepared to reflect the assets and continuing liabilities of WFLP and FWRLP and their property and leasing operations after eliminating cattle operations and non- recurring and certain discretionary expenses not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver relating to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Yearleasing operations. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited Such projected pro forma restated combined financial statements, the aggregate amount of Contingent Interest payable for subject to such Fiscal Year shall be greater or less than the amount calculated pro forma adjustments and certain assumptions described therein, present on the basis of the unaudited assumptions stated, the projected pro forma combined financial statements position of WFLP (as nominee for California Farms) and FWRLP at August 31, 1997 and the projected pro forma combined income and expenses of the property and leasing operations of such entities for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30eight months ended August 31, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flows. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (e) The Makers further agree to keep full, true and accurate accounts, records and books of all monies and income received from the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (a) Commencing not later than July 30Borrower shall furnish to ASPEN its opening balance sheet reflecting the net worth of Borrower as of February 28, 19972005, which shall be certified by Borrower or otherwise in a manner satisfactory to ASPEN. Borrower shall also furnish ASPEN with copies of all of its federal tax returns (with all schedules) and all reports filed by it with any governmental entity or agency within ten (10) days of filing. Notwithstanding the foregoing, ASPEN may, at its option, upon the occurrence of any default by Borrower or Guarantor, require Borrower to furnish updated financial statements during the term of the loan on a periodic basis together with such other financial information as may from time to time be reasonably required by ASPEN, all in form and detail reasonably satisfactory to ASPEN. (b) As soon as practicable and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year Guarantor shall furnish to ASPEN, either (i) a copy of a report on Form 10-QSB, or any successor form, and continuing not later than on any amendments thereto, filed by Guarantor with the last day of January, April, July Securities and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver Exchange Commission with respect to the Holder immediately preceding fiscal quarter or (ii) an unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for consolidated balance sheet of Guarantor as of the Property, certified by the principal financial officer close of Westland Management and Westfield Partners, respectively, for such fiscal quarter and unaudited consolidated statements of income, stockholders' equity and cash flows for the fiscal quarter then ended and that portion of the fiscal year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the secondbalance sheet, third as of the end of) the preceding fiscal year and fourth fiscal quarters) prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by a the President or Chief Financial Officer of Guarantor to present fairly in all material respects the financial condition of the Guarantor and Borrower as of the respective date and the results of operations of Guarantor and Borrower for the period from the beginning of the applicable Fiscal Year respective periods then ended, subject to normal year end adjustments. (c) As soon as practicable and in any event within one hundred five (105) days after the end of such each fiscal quarteryear Guarantor shall furnish to ASPEN, which shall includeeither (i) a copy of a report on Form 10-KSB, or any successor form, and any amendments thereto, filed by Guarantor with the Securities and Exchange Commission with respect to the Propertyimmediately preceding fiscal year or (ii) an audited consolidated balance sheet of the Borrower and Guarantor as of the close of such fiscal year and audited consolidated statements of income, a Statement of Rents stockholders' equity and Expenses and a Statement of Cash Flows and cash flows for the fiscal year then ended, including the notes thereto, all data necessary for calculation of Contingent Interest in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter. (b) Commencing not later than April 30, 1998, year and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared firm in accordance with generally accepted GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles consistently applied for such Maker, certified by and practices during the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flowsyear. (d) Concurrently with the delivery thereof In addition to the partners of the Partnershipforegoing, the Makers will Borrower and Guarantor shall make or cause to be delivered made available to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (eASPEN or its representative(s) The Makers further agree to keep full, true and accurate accountssuch books, records and books of all monies and reports (including, but not limited to, income received from tax returns) that in any way may reasonably pertain to said party's financial condition or the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be loan herein made by any officer thereof or ASPEN upon reasonable request therefor from time to time made by any agent or accountant appointed for that purposeASPEN. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (a) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management Guarantor shall deliver to Landlord and to Lender within seventy-five (75) days of the Holder close of each fiscal year of Guarantor, annual audited financial statements of Guarantor (which must include Tenant as part of the Tenant Group) certified by a nationally recognized firm of independent certified public accountants. Guarantor also shall furnish to Landlord within thirty (30) days after the end of each of the three (3) remaining fiscal quarters unaudited financial statements and all other quarterly reports of Guarantor, certified by Guarantor’s chief financial officer, and all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other Law. All financial statements of Guarantor shall be prepared in accordance with generally accepted accounting principles GAAP consistently applied for applied. All annual financial statements shall be accompanied (i) by an opinion of said accountants stating that (A) there are no qualifications as to the Property, certified by scope of the principal financial officer of Westland Management and Westfield Partners, respectively, for such fiscal quarter audit and (in B) the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared was performed in accordance with generally accepted accounting principles consistently applied for GAAP and (ii) by the Propertyaffidavit of the president or a vice president of Guarantor, certified by dated within five (5) days of the delivery of such statement, stating that (C) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an independent certified public accountant acceptable Event of Default which has occurred and is continuing hereunder or, if any such event has occurred and is continuing, specifying the nature and period of existence thereof and what action Guarantor has taken or proposes to take with respect thereto and (D) except as otherwise specified in such affidavit, that Guarantor has fulfilled all of its obligations under this Guaranty which are required to be fulfilled on or prior to the Holder (it being agreed that date of such affidavit. Notwithstanding any nationally-recognized public accounting firms is acceptable of the foregoing to the Holder)contrary, so long as the Guarantor is a public company and the consolidated quarterly and annual financials of Guarantor (which shall include, with respect to the Property, must include Tenant as a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers part of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall Tenant Group) that Guarantor otherwise would be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay required hereinabove to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flows. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered are available to Landlord via XXXXX or other online service at no material cost to Landlord, then Landlord agrees that it shall obtain such quarterly and annual financials through such service and that Guarantor shall not be required to make the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnership. (e) The Makers further agree to keep full, true and accurate accounts, records and books of all monies and income received from the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal officesphysical deliveries required hereinabove. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof or by any agent or accountant appointed for that purpose. (g) In the event that Landlord (or any direct or indirect parent company) is required to disclose Tenant’s or Guarantor’s financial statements, as the Makers shall refuse or fail to furnish any statements as afore-described, case may be (in whole or in summary form), in order to comply with its public filing and disclosure requirements under the event of rules or regulations promulgated by the failure of Securities & Exchange Commission (“SEC”), then Guarantor shall cause the Makers certified public accountants that audited such financial statements to permit the Holder provide Landlord with written consent to allow such auditor’s report to be disclosed and/or incorporated by reference into Landlord’s or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreementultimate parent company’s SEC filings.

Financial Statements; Books and Records. (a) Commencing not later than July 30Borrower shall furnish to ASPEN its opening balance sheet reflecting the net worth of Borrower as of February 28, 19972006, which shall be certified by Borrower or otherwise in a manner satisfactory to ASPEN. Borrower shall also furnish ASPEN with copies of all of its federal tax returns (with all schedules) and all reports filed by it with any governmental entity or agency within ten (10) days of filing. Notwithstanding the foregoing, ASPEN may, at its option, upon the occurrence of any default by Borrower or Guarantor, require Borrower to furnish updated financial statements during the term of the loan on a periodic basis together with such other financial information as may from time to time be reasonably required by ASPEN, all in form and detail reasonably satisfactory to ASPEN. (b) As soon as practicable and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year Guarantor shall furnish to ASPEN, either (i) a copy of a report on Form 10-QSB, or any successor form, and continuing not later than on any amendments thereto, filed by Guarantor with the last day of January, April, July Securities and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver Exchange Commission with respect to the Holder immediately preceding fiscal quarter or (ii) an unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for consolidated balance sheet of Guarantor as of the Property, certified by the principal financial officer close of Westland Management and Westfield Partners, respectively, for such fiscal quarter and unaudited consolidated statements of income, stockholders' equity and cash flows for the fiscal quarter then ended and that portion of the fiscal year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the corresponding period or periods of (or, in the case of the secondbalance sheet, third as of the end of) the preceding fiscal year and fourth fiscal quarters) prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by a the President or Chief Financial Officer of Guarantor to present fairly in all material respects the financial condition of the Guarantor and Borrower as of the respective date and the results of operations of Guarantor and Borrower for the period from the beginning of the applicable Fiscal Year respective periods then ended, subject to normal year end adjustments. (c) As soon as practicable and in any event within one hundred five (105) days after the end of such each fiscal quarteryear Guarantor shall furnish to ASPEN, which shall includeeither (i) a copy of a report on Form 10-KSB, or any successor form, and any amendments thereto, filed by Guarantor with the Securities and Exchange Commission with respect to the Propertyimmediately preceding fiscal year or (ii) an audited consolidated balance sheet of the Borrower and Guarantor as of the close of such fiscal year and audited consolidated statements of income, a Statement of Rents stockholders' equity and Expenses and a Statement of Cash Flows and cash flows for the fiscal year then ended, including the notes thereto, all data necessary for calculation of Contingent Interest in reasonable detail setting forth in comparative form the corresponding figures for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter. (b) Commencing not later than April 30, 1998, year and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interest. (c) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared firm in accordance with generally accepted GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles consistently applied for such Maker, certified by and practices during the principal financial officer of such Maker, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement of Income and Expenses and a Statement of Cash Flows. (d) Concurrently with the delivery thereof to the partners of the Partnership, the Makers will cause to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnershipyear. (e) The Makers further agree In addition to keep fullthe foregoing, true Borrower and accurate accountsGuarantor shall make or cause to be made available to ASPEN or its representative(s) such books, records and books of all monies and reports (including, but not limited to, income received from tax returns) that in any way may reasonably pertain to said party’s financial condition or the Property and other information necessary or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree that the books and records for each particular Fiscal Year shall be kept available for at least three years after such statements have been rendered as hereinabove required. (f) The Holder shall have the right at all reasonable times to inspect the books, papers and records of each Maker for the purposes of determining the correctness of any statements delivered to it by the Makers. Such inspection shall be made at the offices of the Makers or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be loan herein made by any officer thereof or ASPEN upon reasonable request therefor from time to time made by any agent or accountant appointed for that purposeASPEN. (g) In the event that the Makers shall refuse or fail to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under the provisions of this Note and the Pledge Agreement.

Financial Statements; Books and Records. (a) Commencing not later than July 30, 1997, Each Guarantor shall keep adequate records and continuing not later than on the last day books of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver account with respect to the Holder unaudited financial statements prepared finances and business of such Guarantor (as such records and books of account may be consolidated between Guarantors) generally and with respect to the Leased Premises, in accordance with generally accepted accounting principles (“GAAP”) consistently applied for applied, and subject to the Propertyprovisions of Section 2.02 (c) below, certified shall permit Landlord and Lender by their respective agents, accountants and attorneys, upon reasonable advance notice to Guarantor, to visit each Guarantor’s place of business and examine (and make copies of) the principal financial officer records and books of Westland Management account and Westfield Partnersto discuss the finances and business with the officers of such Guarantor, respectivelyat such reasonable times as may be requested by Landlord or Lender, for provided that such fiscal quarter and visits or inspections shall not unreasonably interfere with such Guarantor’s business operations. Upon the request of Lender or Landlord (either telephonically or in writing), Guarantor shall provide the requesting party with copies of any information to which such party would be entitled in the case course of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarterpersonal visit. (b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management AG shall deliver to Landlord and to Lender within ninety (90) days of the Holder an original close of each fiscal year, annual audit report audited financial statements of AG prepared by nationally recognized independent certified public accountants. AG shall also furnish to Landlord within sixty (60) days after the end of each of the three remaining fiscal quarters unaudited financial statements and all other quarterly reports of AG, certified by AG’s chief financial officer, and all filings, if any, of Form 10-K, Form 10-Q and other required filings with the Securities and Exchange Commission (the “SEC”) pursuant to the provisions of the Securities Exchange Act of 1934, as amended, or any other Law. All financial statements of AG shall be prepared in accordance with generally accepted accounting principles GAAP consistently applied for the Property, certified applied. All annual financial statements shall be accompanied (i) by an independent certified public accountant acceptable opinion of said accountants stating that (A) there are no qualifications as to the Holder scope of the audit and (it being agreed B) the audit was performed in accordance with GAAP and (ii) by the affidavit of the president or a vice president of AG, dated within five (5) days of the delivery of such statement, stating that (C) the affiant knows of no Event of Default, or event which, upon notice or the passage of time or both, would become an Event of Default which has occurred and is continuing hereunder or, if any nationally-recognized public accounting firms such event has occurred and is acceptable continuing, specifying the nature and period of existence thereof and what action AG has taken or proposes to take with respect thereto and (D) except as otherwise specified in such affidavit, that AG has fulfilled all of its obligations under this Guaranty which are required to be fulfilled on or prior to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of the unaudited financial statements for the four quarters date of such Fiscal Year, the Makers will promptly pay to the Holder the amount of any such underpayment or the Holder will promptly pay to the Makers the amount of any such overpayment, in each case without interestaffidavit. (c) Commencing not later than July 30Landlord, 1997Lender and their respective agents, accountants and attorneys, shall, except to the extent that such information is publicly available, including such information as is set forth in filings with the SEC, consider and treat on a strictly confidential basis (i) any information contained in the books and records of Guarantors, (ii) any copies of any books and records of Guarantors, and continuing not later than on the last day any financial statements of JanuaryGuarantors which are delivered to or received by them pursuant to Section 2.02(b). Landlord, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in fullLender, and again on the day when the last payment against the principal hereof is madetheir respective agents, each accountants and attorneys, shall conspicuously xxxx all copies of Westfield Partners such documents as “Confidential”. Neither Landlord, Lender, nor their respective agents, accountants and Westland Management attorneys, shall deliver to the Holder unaudited disclose any information contained in Guarantor’s books and records nor distribute copies of any of such books and records nor Guarantor’s financial statements prepared in accordance with generally accepted accounting principles consistently applied for such Maker, certified by to any other Persons without the principal financial prior written consent of the chief operating officer of Xxxxxx Xxxxxxx, Ltd. Further, neither Landlord, Lender nor their respective agents, accountants and attorneys, shall use such Makerinformation for any purpose other than those directly related to this Guaranty or the Lease. For the avoidance of doubt, neither Landlord, Lender nor their respective agents, accountants and attorneys shall use such information for such fiscal quarter and (x) determining whether to invest in the case or divest from any securities of any of the secondGuarantors or Tenant, third and fourth fiscal quartersor (y) for the period from the beginning competing with any Guarantor or any of the applicable Fiscal Year Guarantors’ affiliates. No information which Landlord receives from any Guarantor shall be shared with or provided to any Person whose primary business is in competition with the end business of such fiscal quarter, which shall include, with respect to such Maker, a balance sheet, a Statement any Guarantor or any subsidiary of Income and Expenses and a Statement of Cash Flowsany Guarantor. (d) Concurrently with The restrictions contained in Paragraph 2.02(c) shall not prevent disclosure by Landlord or Lender of any information in any of the delivery thereof following circumstances: (i) Upon the order of any court or administrative agency to the partners of extent required by such order and not effectively stayed or by appeal or otherwise; provided that Landlord, Lender or their respective agents, accountants and attorneys, as the Partnershipcase may be, shall notify Guarantors as soon as reasonably possible, and shall reasonably cooperate with Guarantors, at such Guarantor’s expense, in any effort that a Guarantor may make to appeal or quash the Makers will cause order, request, or demand; provided further, that Landlord, Lender and their respective agents, accountants and attorneys shall not be required to be delivered to the Holder copies of the Form K-1 of the Partnership for each Fiscal Year and any other financial information distributed generally to partners of the Partnershipnotify or cooperate with Guarantor if applicable law precludes it from doing so. (eii) The Makers further agree to keep fullUpon the request, true and accurate accountsdemand or requirement of any regulatory agency or authority having jurisdiction over such party, records and books including the SEC (whether or not such request or demand has the force of all monies and income received from the Property and other information necessary law); provided that Landlord, Lender or pertinent to determining the amount of Contingent Interest due the Holder, all of which accounts, records and books shall be kept by the Makers at their respective principal offices. The Makers agree agents, accountants and attorneys, as the case may be, shall notify Guarantors as soon as reasonably possible, and shall reasonably cooperate with Guarantors, at such Guarantor’s expense, in any effort that a Guarantor may make to appeal or quash the books order, request, or demand; provided further, that Landlord, Lender and records for each particular Fiscal Year their respective agents, accountants and attorneys shall not be kept available for at least three years after such statements have been rendered as hereinabove requiredrequired to notify or cooperate with Guarantor if applicable law precludes it from doing so. (fiii) The Holder shall have the right at all reasonable times to inspect the books, papers and records That has been publicly disclosed other than by breach of each Maker for the purposes of determining the correctness of any statements delivered to it this Section 2.02 (c) by the Makers. Such inspection shall be made at the offices of the Makers Lender or at such other place as the Makers may designate in writing provided the Holder approves the same. If upon such inspection it is found that an error has occurred with respect to the amount of Contingent Interest, the Makers and the Holder shall adjust any differences that shall have occurred by an appropriate payment to the Holder or credit to the Makers. In addition, if the Holder should find that any statements furnished by the Makers have understated Contingent Interest, then, and in that event, the Makers shall promptly, upon demand, reimburse the Holder for any sums expended by the Holder in making such inspection. The inspection on behalf of the Holder may be made by any officer thereof Landlord or by any agent other Person who has agreed with Landlord or accountant appointed for that purpose. (g) In the event that the Makers shall refuse or fail Lender to furnish any statements as afore-described, or in the event of the failure of the Makers to permit the Holder or its representative to inspect its books and records on request, as provided in clauses (e) and (f) hereof, the Holder may consider such acts as a default under this Note (subject to any applicable notice and cure provisions in this Note) and proceed in accordance with the rights and remedies afforded it at law and under abide by the provisions of this Section 2.02(c); (iv) To counsel or accountants for Lender or Landlord or counsel or accountants for such other person or entity who has agreed to abide by the provisions of this Section 2.02(c); (v) Independently developed by Landlord or Lender to the extent that confidential information provided by Guarantors is not used to develop such information; (vi) Upon the sale, transfer or assignment of any Note by Lender, or the grant by Lender of participations therein or the issuance of mortgage pass- through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement, Landlord, Lender and the Pledge Agreementtheir respective agents, accountants and attorneys may disclose any such confidential information to each purchaser, transferee, assignee, servicer, participant, or investor; and (vii) As otherwise required by Law.